Common use of Confidentiality of Agreement Clause in Contracts

Confidentiality of Agreement. Executive agrees that he/she will not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of the terms of this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement.

Confidentiality of Agreement. Executive In consideration of the payment, promises, and other consideration described in this Agreement, and as a significant material inducement for the Company to enter into this Agreement: (a) Employee hereby represents and warrants as of the date Employee executes this Agreement that Employee has not discussed or disclosed the terms or conditions of this Agreement with any person or entity, other than Employee’s attorneys. (b) Employee warrants, covenants, and agrees that he/she that, from the Separation Date and after, Employee will keep confidential and will not disclose, disseminate, disclose to any other persons or publicize, or cause or permit to be disclosed, disseminated, or publicized any of entities the terms or conditions of this Agreement, subject except as specifically provided herein. Employee will not provide any information as to the following exceptions only: (i) terms or conditions of this Agreement to anyone, including but not limited to Employee’s former co-workers at the extent necessary Company or to represent anyone communicating with Employee’s former co-workers at the Company’s interests in claims or litigation where the Company authorizes disclosure; , except as set forth expressly herein. (iic) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive Employee may also disclose the terms of this Agreement only to: (i) Employee’s attorneys and spouse; (ii) licensed, professional accountants to his/her lawyers, accountants whom disclosure is reasonably necessary for the preparation of tax returns and/or the obtaining of tax advice; (iii) as ordered by a court of competent jurisdiction or as otherwise required by law; or (iv) within proceedings before a court of competent jurisdiction in an action brought in good faith to enforce the provisions of this Agreement; provided that Employee will exercise Employee’s commercially reasonable best efforts to cause persons to whom such permitted disclosure is made to keep confidential and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of disclose the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement.

Confidentiality of Agreement. Executive agrees The Parties agree that the consideration furnished under this Agreement, the discussions and correspondence that led to this Agreement, and the terms and conditions of this Agreement are confidential. EMPLOYEE represents that he/she will , and any attorney he may have retained to review this Agreement, have not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of disclosed the terms or conditions of this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims . Except as may be required by law or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive the terms hereof, neither EMPLOYEE nor his attorney may also disclose the terms above information to any other person or entity, except that EMPLOYEE may disclose the provisions of this Agreement to his/her lawyers, accountants his immediate family members and financial advisersand/or tax advisor, provided that EMPLOYEE makes the person to whom disclosure is made aware of the confidentiality provisions of this Agreement and as required such person agrees in writing to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of keep confidential the terms of this Agreement. These obligations are subject If subpoenaed to appear in any civil or criminal litigation, or by any governmental authority, to testify as to the following exceptions only (i) contents of this Agreement, EMPLOYEE agrees to immediately forward a copy of the subpoena to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena Chief Legal Officer of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing IDT so that Executive shall IDT may contest such subpoena, or any request, requirement or order related thereto, and to notify the proponent of the subpoena that this Agreement is the subject of an agreement of confidentiality. IDT may disclose the terms and conditions of this Agreement to its respective officers, directors, employees, accountants and counsel who have an opportunity a business need to intervene know, and assert what rights he/she has as otherwise required by law. EMPLOYEE further agrees that he will not encourage others who are not parties to nondisclosure prior this Agreement to demand any disclosure of the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce terms and conditions of this Agreement.

Confidentiality of Agreement. Executive agrees Xx. Xxxxxxxx and PlanetCAD acknowledge that he/she will not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of confidentiality and nondisclosure are material considerations for the terms of this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce parties entering into this Agreement. Executive may also disclose As such, the terms provisions of this Agreement to his/her lawyers, accountants shall be held in strictest confidence by Xx. Xxxxxxxx and financial advisers, PlanetCAD and as required to lenders shall not be publicized or lending institutions for consideration disclosed in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligationsmanner whatsoever, including but not limited to, the print or broadcast media, any public network such as the Internet, any other outbound data program such as computer generated mail, reports or faxes, or any source likely to result in publication or computerized access. Notwithstanding the Company’s proxy statements where requiredprohibition in the preceding sentence: (a) the parties may disclose this Agreement in confidence to their respective attorneys, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdictionaccountants, providedauditors, howevertax preparers, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoenafinancial advisors; (ivb) PlanetCAD may disclose this Agreement as necessary to fulfill standard or legally required corporate reporting or disclosure requirements; (c) the extent parties may disclose this Agreement upon request from any government entity or court of law; (d) the parties may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law, including without limitation as required by any form of securities-related statute or regulation; and (e) Bracking may disclose this Agreement to members of his immediate family, provided that if any such person discloses any term of this Agreement to any person other than a member of Bracking's immediate family, then Bracking shall be deemed to have breached this confidentiality covenant and PlanetCAD shall be entitled to all remedies to which it would have been entitled had Bracking himself made such disclosure. Notwithstanding any other provision of this Agreement, if PlanetCAD discloses this Agreement pursuant to any securities-related disclosure obligation, or otherwise intentionally makes this Agreement public, PlanetCAD and Bracking shall be released of any further obligations under this paragraph 8.

Confidentiality of Agreement. Executive agrees that he/she will not disclose(a) Unless otherwise required by applicable law, disseminateorder of any court or administrative agency, or publicizeotherwise by any governmental authority, or cause or permit the Seller agrees to be disclosed, disseminated, or publicized any maintain the confidentiality of the terms of this Agreement, subject to the following exceptions only: Transaction Documents (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iiiand all drafts thereof) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, its communications with third parties and otherwise; provided, however, that notice of receipt of such order or subpoena shall the Transaction Documents may be immediately communicated disclosed to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) third parties to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only such disclosure is (i) to the extent necessary to represent its interests required in claims or litigationconnection with a sale of receivables of Seller, (ii) made solely to Persons who are legal counsel for the extent necessary to comply with government reporting obligationspurchaser of such receivables, including but not limited to the Company’s proxy statements where required, and (iii) made pursuant to a written agreement of confidentiality in response form and substance reasonably satisfactory to an the Agent and each Purchaser Agent; provided further, however, that the Transaction Documents may be disclosed to the Seller's legal counsel and independent auditors; and provided further, however, that neither the Seller nor the Collection Agent have any obligation of confidentiality in respect of any information which may be generally available to the public or becomes available to the public through no fault of the Seller or the Collection Agent. (b) Unless otherwise required by applicable law, order or subpoena of a any court or governmental agency administrative agency, or otherwise by any Governmental Authority, the Agent and each Purchaser Agent agree to maintain the confidentiality, in its communications with third parties and otherwise, of competent jurisdiction, any information regarding the Seller obtained in connection with the Transaction Documents which has been identified by the Seller to the Agent as confidential in nature (the "Confidential Material"); provided, however, that notice the Confidential Material may be disclosed to third parties to the extent such disclosure is (i) to a Rating Agency, (ii) required in connection with the exercise of receipt any remedy hereunder or under any related documents, instruments and agreements, or (iii) to any actual or proposed participant or assignee of such order all or subpoena shall be immediately communicated to Executive telephonically and part of its rights hereunder, or an actual or proposed liquidity or enhancement provider, in each case which has agreed in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to be bound by the Company’s response to such order provisions of this Section, or subpoena; (iv) to any Committed Purchaser; provided further, however, that the extent necessary Transaction Documents may be disclosed to enforce this Agreementeach of the Purchaser Agent's and the Agent's respective legal counsel and independent auditors; and provided further, however, that the Agent and each Purchaser Agent shall not have any obligation of confidentiality in respect of any information which may be generally available to the public or becomes available to the public through no fault of such Person.

Confidentiality of Agreement. Executive Notwithstanding Laclede’s duty to comply with Securities Exchange Commission (“SEC”) public disclosure requirements, in exchange for the receipt of the payments set out above, Xxxxxx agrees that he/she he will not disclosepublicize this Agreement directly, disseminateeither in specific or as to general content, to either the public generally, to any employee or agent of Laclede, or publicizeto any other person or entity, except as Xxxxxx might be lawfully compelled to give testimony by court or federal agency process, lawful deposition, interrogatory, or cause or permit to be disclosed, disseminatedarbitrator of competent jurisdiction, or publicized to participate in an EEOC, SEC, or other federal agency investigation. Furthermore, the parties do not intend for this Agreement to restrict Xxxxxx from engaging in any whistleblower activity protected by federal law; thus, Xxxxxx’x publicity of and discussions about the terms of this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests if made in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authoritiesconnection with whistleblower activity protected by federal law, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena will not constitute a breach of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose Xxxxxx’x agreement to keep confidential the terms of this Agreement requires Xxxxxx to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of refrain from communicating regarding the terms of this Agreement with anyone except Xxxxxx’x immediate family and Xxxxxx’x attorney, accountant, or financial advisor who has a legitimate need to know the terms of this Agreement in order to render professional advice or services to Xxxxxx; otherwise, Xxxxxx agrees not to identify or reveal any other terms of the Agreement. These Xxxxxx recognizes that despite the fact that Laclede will comply with all applicable SEC public disclosure requirements in connection with the execution of this Agreement, Xxxxxx’x own discussions with other persons and/or entities regarding the terms of this Agreement could negatively impact Laclede. Particularly because Xxxxxx has held positions of influence with Laclede, Xxxxxx recognizes that his publicity of and discussions about the terms of the Agreement would cause a greater disruption in Laclede’s business than would exist otherwise. In light of this recognition, and because Xxxxxx agrees that Laclede has a material interest in limiting any disruption to Laclede’s business caused by the execution of this Agreement, Xxxxxx agrees that this Paragraph constitutes a material term of this Agreement. As a result, any breach of this provision will be considered a material breach and will, among all other available remedies, excuse Laclede from any further obligations are subject to the following exceptions only (iXxxxxx under this Agreement, including any remaining payments set forth in Paragraph 1 and Subparagraphs 1(A), 1(B), 1(C), and 1(D) hereof. This shall not be construed as a limitation of remedies, and Laclede retains all rights to the extent necessary to represent its interests in pursue any and all claims or litigation, (ii) to actions against Xxxxxx as a result of Xxxxxx publicizing or discussing the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) terms of this Agreement in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce manner prohibited by this AgreementParagraph.

Confidentiality of Agreement. Executive agrees Subject to the Permissible Disclosures set forth in paragraph 8 of this Agreement or as otherwise may be required by law or court order (provided the disclosing Party uses reasonable efforts to give the other Party notice of such disclosure), the Parties expressly understand and agree that he/she will this Agreement and its contents (including, but not discloselimited to, disseminatethe fact of payment and the amounts to be paid hereunder) shall remain CONFIDENTIAL and shall not be disclosed to any third party whatsoever, except the Parties’ counsel, accountants, financial advisors, tax professionals retained by them, any federal, state, or publicizelocal governmental taxing or regulatory authority, and the Parties’ management, officers and Board of Directors, and except as required by law or cause or permit to be disclosed, disseminated, or publicized any order of court. Any person identified in the terms of this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person preceding sentence to whom the information concerning this Agreement is disclosed shall also be is bound by this confidentiality provision; (iii) provision and the disclosing party shall be liable for any breaches of confidentiality by persons to whom he/she/it has disclosed information about this Agreement in response to an order or subpoena of a court or governmental agency of competent jurisdiction, accordance with this paragraph. Nothing contained in this paragraph shall prevent any Party from stating that the Parties have “amicably resolved all differences,” provided, however, that notice of receipt of such order or subpoena in so doing, the Parties shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also not disclose the fact or amount of any payments made or to be made hereunder and shall not disclose any other terms of this Agreement to his/her lawyersor the settlement described herein. If any subpoena, accountants and financial advisers, and as required to lenders order or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, discovery request (the “Document Request”) is received by any of the terms Parties hereto calling for the production of the Agreement, such Party shall promptly notify the other Party hereto prior to any disclosure of same. In such case, the subpoenaed Party shall: (a) make available as soon as practicable (and in any event prior to disclosure), for inspection and copying, a copy of the Agreement it intends to produce pursuant to the Document Request unless such disclosure is otherwise prohibited by law; and (b) and, to the extent possible, shall not produce anything in response to the Document Request for at least ten (10) business days following such notice. If necessary, the subpoenaed Party shall take appropriate actions to resist production, as permitted by law, so as to allow the Parties to try to reach agreement on what shall be produced. This paragraph is a material part of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement.

Confidentiality of Agreement. Executive Except as allowed in this Agreement, Employee agrees that this Agreement is strictly confidential and he/she will not disclose, disseminate, reveal or publicize, or cause or permit allow anyone else to be disclosed, disseminated, or publicized any of reveal the terms of this Agreement, subject to Agreement (including the following exceptions only: (iamount of the Severance Payment) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authoritiesanyone, provided any person to whom the information is disclosed that nothing shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose prevent Employee from disclosing the terms of this Agreement to his/her lawyersspouse, accountants and legal or financial advisersadvisors, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicizeby law, or cause as specifically authorized by the Company in writing, subject to their agreement to keep such information confidential. If Employee is required by law to disclose this Agreement or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject , Employee agrees to provide advance notice to the following exceptions only Company prior to any such disclosures. Nothing in this Agreement limits or interferes with Employee’s right, without notice to or authorization from, the Company, to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission (ieach a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Employee files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Employee’s behalf, Employee agrees that Employee’s release of claims in this Agreement shall nevertheless bar Employee’s right (if any) to any monetary or other recovery (including reinstatement), except that Employee does not waive Employee’s right to receive an award from the extent necessary Securities and Exchange Commission pursuant to represent its interests in claims or litigation, (ii) to Section 21F of the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements Securities Exchange Act of 1934 and any other right where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreementwaiver is expressly prohibited by law.

Confidentiality of Agreement. Executive agrees that he/she Except as may be specifically and lawfully required or ordered by any state or federal administrative agency, tribunal or court, Employee will not disclosedisclose or communicate any term of this Agreement (“Confidential Term”) to any person except Employee’s spouse, disseminateEmployee’s attorney, or publicize(to the limited extent necessary to allow preparation of Employee’s tax returns) Employee’s accountant or financial advisor. Before Employee makes any such authorized disclosure, or cause or permit Employee will inform each such person to whom disclosure is to be disclosedmade, disseminatedthat the terms of this Agreement are confidential, or publicized and Employee will secure the agreement of each such person to maintain the confidentiality of all such terms. If Employee discloses any terms of this Agreement to his spouse, moreover, he shall be responsible for any disclosure of any terms of this Agreement by his spouse, except as specifically permitted by this paragraph. Employee affirms that he and his spouse have complied with all of the terms of this Agreement, subject to paragraph up through the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce date on which he signed this Agreement. Executive may also disclose Upon receipt of a subpoena or other compulsory process that could possibly require disclosure of any Confidential Term by Employee or his spouse, Employee shall provide a copy of the terms compulsory process and complete information regarding the date and circumstances under which he received it to Exide within twenty-four (24) hours of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders such receipt. Employee or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it his spouse will not disclosemake any disclosure until the Latest Possible Date for making such disclosure in accordance with the compulsory process (“Latest Possible Date”). If Exide seeks to prevent disclosure in accordance with the applicable legal procedures and provides Employee with notice before the Latest Possible Date that it has initiated such procedures, disseminate Employee and his spouse will take reasonable steps not to make disclosure of any Confidential Term that is the subject of such procedures until such objections are withdrawn or publicizeruled upon, or cause or permit but may, if reasonably believed to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests prevent being in claims contempt or litigationviolation of any applicable order or rule, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order subpoena or subpoena other compulsory process that could possibly require disclosure of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreementany Confidential Term.

Confidentiality of Agreement. Executive (a) Associate agrees that he/she with respect to confidentiality, as of the date of this Agreement, Associate has not disclosed and will not disclose, disseminate, or publicize, disclose to or cause or permit to be discloseddisclosed to, disseminateddirectly or indirectly, any person including, but not limited to, members of the general public and representatives of the media, the existence of or publicized terms of this Agreement. Associate and the Company agree that confidentiality of this Agreement is mutually beneficial and Associate specifically prefers to keep this Agreement confidential. (b) As an exception to this provision, but subject to the terms of Paragraph 10 of this Agreement, it is understood that Associate may disclose information concerning the amount of the Separation Payment to Associate’s counsel, tax preparer, and to members of Associate’s immediate family; provided, however, that any and all such individuals are alerted to and agree to be bound by this restriction. (c) This Agreement shall not be filed with any court or agency, unless necessary to enforce either of their terms, and shall remain forever confidential as described in Paragraph 10 of this Agreement. Associate and the Company agree that this Agreement may be used only as evidence in a subsequent proceeding in which Associate or the Company and/or RELEASEE(S) allege a breach of this Agreement. Should any party file a claim or action to enforce the terms of this Agreement, subject such party shall seek the full protection of the applicable court or other forum to provide for and protect the confidentiality of this Agreement. (d) Should Associate be required by law, legal process or subpoena to provide information related either to Associate’s former employment at the Company or to anyone else’s employment at the Company including its parent company and subsidiaries, Associate shall, in advance of providing any response to such law, legal process or subpoena, and within four (4) days of Associate’s receipt of notice of such law, legal process or subpoena, provide written notice by certified mail to the following exceptions onlycontact below (along with a copy sent by e-mail) of such law, legal process or subpoena such that RELEASEE(S) may seek to assert its or their rights and interests in connection therewith: Employment Counsel Primo Water Corporation 0000 Xxx Xxxxx Xxxx., Xxxxx 000 Tampa, FL 33607 (e) Should Associate be contacted by any person or entity seeking information or testimony in connection with Associate’s or any other individual’s assignment, work, duties, activities or employment at the Company (including knowledge that Associate came into possession of by virtue of or in connection with Associate’s work, duties activities or employment at the Company), Associate shall, prior to providing that information or testimony, to the extent lawfully permitted, advise the Company that such information or testimony is sought and cooperate with the Company and its counsel in connection with the request for such information or testimony. (f) Nothing in this Agreement shall prohibit or restrict Associate from: (i) providing information to or otherwise assisting in, an investigation by Congress, the extent necessary EEOC, the Securities and Exchange Commission (“SEC”) or any other Canadian (federal or provincial) or U.S. federal regulatory or law enforcement agency or self-regulatory organization (“SRO”); or (ii) testifying, participating, or assisting in a proceeding relating to represent an alleged violation of any Canadian (federal or provincial) or U.S. federal law relating to fraud or any rule or regulation of the SEC or any SRO. (g) Associate understands and agrees that should Associate (or Associate’s attorneys, tax preparer or any members of Associate’s immediate family) violate the confidentiality requirements set forth in Paragraph 10, Associate shall be deemed to have materially breached this Agreement, and Associate shall be responsible for liquidated damages in the amount of all monies paid by the Company pursuant to Paragraph 1 and the Company’s interests costs and expenses including, without limitation, the Company’s attorneys’ fees, in claims bringing an action to recover damages or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically seek injunctive relief. Associate further understands and in writing, so agrees that the Company monetary relief referred to herein shall have an opportunity not be sufficient or adequate to intervene address damages occasioned by such breach and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on shall not be a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited bar to the Company’s proxy statements where requiredpursuit of any other relief including, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdictionbut not limited to, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically injunctive and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreementequitable relief.

Confidentiality of Agreement. Executive agrees The Parties agree that he/she will not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of the terms of consideration furnished under this Agreement, subject the discussions and correspondence that led to this Agreement and the following exceptions only: (i) Consulting Agreement, and the terms and conditions of this Agreement and the Consulting Agreement are confidential. EMPLOYEE represents that he, and any attorney he may have retained to review this Agreement and the extent necessary Consulting Agreement, have not disclosed the terms or conditions of this Agreement or the Consulting Agreement. Except as may be required by law or to represent enforce the Company’s interests in claims terms hereof or litigation where thereof, neither EMPLOYEE nor his attorney may disclose the Company authorizes disclosure; (ii) above information to any other person or entity, except that EMPLOYEE may disclose the extent necessary provisions of this Agreement and the Consulting Agreement to report income to appropriate taxing authoritieshis immediate family members and financial and/or tax advisor, provided any that EMPLOYEE makes the person to whom disclosure is made aware of the information is disclosed shall also be bound by confidentiality provisions of this confidentiality provision; (iii) Agreement and such person agrees in response writing to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose keep confidential the terms of this Agreement and the Consulting Agreement. If subpoenaed to his/her lawyersappear in any civil or criminal litigation, or by any governmental authority, to testify as to the contents of this Agreement and/or the Consulting Agreement, EMPLOYEE agrees to immediately forward a copy of the subpoena to the General Counsel of IDT so that IDT may contest such subpoena, or any request, requirement or order related thereto, and to notify the proponent of the subpoena that this Agreement and/or the Consulting Agreement are the subject of an agreement of confidentiality. IDT may disclose the terms and conditions of this Agreement and the Consulting Agreement to its respective officers, directors, employees, accountants and financial adviserscounsel who have a business need to know, and as otherwise required to lenders or lending institutions for consideration in applications for loans or creditby law. The Company EMPLOYEE further agrees that, except on a business need-to-know basis, it that he will not disclose, disseminate or publicize, or cause or permit encourage others who are not parties to be disclosed, disseminated or publicized, this Agreement and/or the Consulting Agreement to demand any disclosure of the terms and conditions of this Agreement. These obligations are subject to Agreement and/or the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Consulting Agreement.

Confidentiality of Agreement. Executive Employee acknowledges and agrees that he/she will not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of the terms of this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where they are not publicly disclosed by the Company authorizes disclosure; (ii) to are ABSOLUTELY CONFIDENTIAL. To the fullest extent necessary to report income to appropriate taxing authoritiespermitted by law, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject , unless previously publicly disclosed by the Company shall not, without the Company’s prior written consent, be disclosed to the following exceptions only (i) to the extent necessary to represent its interests in claims any person, firm, organization or litigation, (ii) to the extent necessary to comply with government reporting obligationsentity, including but not limited to any current or former employees of the Company. Except as provided in this paragraph, Employee shall not: (a) communicate or disclose in any way the amount of the Severance Pay or benefits made by the Company; or (b) give any indication of the amount of the Severance Pay. Employee may communicate the terms and conditions of this Agreement (1) to Employee’s proxy statements where requiredspouse/domestic partner; or (2) to Employee’s attorney and those rendering financial or legal advice and having a bona fide need to know such terms and conditions; provided, however, Employee shall advise any such individuals beforehand of the existence of Employee’s confidentiality obligations under this Agreement and their corresponding obligations to maintain the confidentiality of this Agreement. A breach of these obligations by Employee’s spouse/domestic partner, attorney, advisor, or agents will be deemed a breach of this Agreement by Employee. Moreover, nothing in this Agreement shall preclude Employee from disclosing the terms and conditions of this Agreement to government agencies for tax purposes (iii) in response to an order i.e., the IRS and Franchise Tax Board); or subpoena of if required by a valid court order, subpoena, or governmental agency of competent jurisdiction, regulatory request or other compulsory process or law; provided, however, that notice Employee shall advise such agency or court of receipt the confidential nature of such order this Agreement and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the subject matter disclosed. Further, the Company agrees that it will use its commercially reasonable best efforts to not publicly disclose any potential employment opportunity Employee may have prior to Employee or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights heEmployee’s new employer/she has to nondisclosure prior company announcing it, with the exception of required disclosures to the Company’s response to such order Board of Directors or subpoena; (iv) to the extent necessary to enforce this Agreementadvisors, or required by law, under applicable confidentiality obligations.

Confidentiality of Agreement. Executive agrees The Parties acknowledge that he/she will Employee's agreement to keep the terms and conditions of this Agreement confidential is a material factor on which Employee and Company relied in entering into this Agreement. Employee warrants that Employee has not disclose, disseminate, disclosed the fact of this Agreement or publicize, or cause or permit to be disclosed, disseminated, or publicized any of the terms of this Agreement, subject or the negotiations leading thereto, to the following exceptions only: anyone other than Employee's attorneys, accountants, or tax consultants, or Employee's spouse. Employee represents and agrees that (i) to Employee will keep the extent necessary to represent fact and amount of this settlement and the Company’s interests in claims or litigation where the Company authorizes disclosureterms of this Agreement completely confidential, except and unless disclosure is required and compelled by lawful court order; (ii) if disclosure is compelled by court order, Employee will disclose only so much information as is necessary for compliance; and (iii) confidentiality is the essence of this Agreement. Accordingly, Employee shall not publicize or disclose the fact of this Agreement, the Severance Pay amount, or the terms of this Agreement in any manner whatsoever, whether in writing or orally, to any person, directly or indirectly, or by or through any agent or representative, except as necessary to effectuate the terms of this Agreement, and other than to the extent necessary following: (1) Employee's attorneys; (2) Employee's accountants and tax consultants; (3) other representatives or entities as required and compelled by law or lawful court order; and (4) Employee's spouse. With respect to report income any individuals referred to appropriate taxing authorities, provided any person above and to whom Employee knowingly discloses any information regarding this Agreement or its terms, Employee agrees that Employee will inform such individuals that the information is disclosed shall also strictly confidential and may not be bound by this confidentiality provision; (iii) in response to an order reviewed, discussed, or subpoena of a court disclosed, orally or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so with any other person, organization, or entity whatsoever, at any time. Employee further represents that the Company shall have an opportunity to intervene no disclosure inconsistent with this Paragraph and assert what rights it its subparts has to nondisclosure been made by Employee prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce date of Employee's execution of this Agreement. Executive may also disclose WEST\278619533.1 Xxxxxx Xxxxxxxx-Xxxxxx (a) This Confidentiality Agreement specifically includes without limitation an obligation, on the part of Employee and Employee's respective attorneys and other representatives, not to knowingly disclose, or cause to be disclosed, the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required any of Company's current or former employees or to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicizeany of Company's affiliates, or cause to any individual associated with the press or permit the media. Employee agrees that Employee shall be separately responsible and liable for Employee's own disclosure prohibited by this Paragraph and its subparts, including disclosures made by Employee's respective representatives. (b) It shall not be a breach of this Paragraph or its subparts for Employee or Company to be disclosedrespond, disseminated if asked, that any dispute regarding Employee's employment or publicized, termination of employment with Company has been resolved. (c) If Employee breaches any of the terms promises contained in this Paragraph or its subparts, Company shall be entitled to recover its reasonable attorneys' fees and other costs in the event that Company prevails in a proceeding to enforce any provision of this AgreementParagraph or its subparts. These Employee further agrees that for the proven breach of the non-disclosure obligations are subject of this Paragraph and its subparts, Company will be entitled to recover, in addition to and without limiting any other remedy or right (other than a claim for damages) that it may have at law or in equity, liquidated damages in the following exceptions only sum of ten thousand dollars (i$10,000) to for each non-permissible disclosure, which sum represents the extent necessary to represent its interests in claims or litigation, (ii) to Parties' reasonable and fair estimate of the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of loss Company would likely sustain for each such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreementbreach.

Confidentiality of Agreement. Executive Employee further understands and agrees that he/she this Agreement and the matters discussed in negotiating the terms of this Agreement, are entirely confidential. It is therefore expressly understood and agreed by Employee that Employee will not disclosereveal, disseminatediscuss, publish, or publicize, or cause or permit to be disclosed, disseminated, or publicized in any way communicate any of the terms of this Agreement, subject to and the following exceptions only: (i) to the extent necessary to represent the Company’s interests matters discussed in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose negotiating the terms of this Agreement to his/her lawyersany person, accountants and financial advisers, and as required to lenders organization or lending institutions for consideration in applications for loans or credit. The Company agrees thatother entity, except on a business need-to-know basisto Employee’s immediate family members and professional representatives, it will not discloseif any, disseminate as needed, who shall also be informed of and bound by this confidentiality clause; but in no event should Employee discuss this Agreement or publicize, its terms with any current or cause or permit to be disclosed, disseminated or publicized, prospective employee of the Company. Should any of the terms aforementioned disclose the subject matter of this provision, then Employee will be responsible for their disclosure. Employee represents and warrants that, prior to signing this Agreement, Employee has not made any disclosures that would have been prohibited by this Agreement had they been made after the full execution of this Agreement. These obligations are subject However, Employee understands that nothing in this Agreement precludes Employee from disclosing factual information (other than the amount of any settlement) related to the following exceptions only (i) any claim against Released Parties of harassment or discrimination or any other conduct Employee has reason to the extent necessary believe to represent its interests in claims be unlawful, or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response from disclosing factual information related to an order administrative claim or subpoena civil action concerning sexual assault, sexual harassment, workplace harassment or discrimination, failure to prevent an act of workplace harassment or discrimination, or an act of retaliation against a court person for reporting or governmental agency of competent jurisdiction, provided, however, opposing harassment or discrimination that notice of receipt of such order was filed in a civil or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreementadministrative action.

Confidentiality of Agreement. Executive agrees The Parties agree that he/she will not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of the terms fact of this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically Agreement and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisersincluding any numbers or sums due or payable under the Agreement, and as required to lenders any discussions or lending institutions for consideration in applications for loans or credit. The Company agrees thatnegotiations relating thereto, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicizedand/or, any of the terms of this Agreement. These obligations are subject and all matters raised in and related to the following exceptions only (i) Action, shall be considered strictly confidential and shall not be disclosed by the Parties or their attorneys or agents to any person or entity not named as a Party herein. Neither the extent necessary Parties, their agents or attorneys shall communicate to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligationsany other person , including but not limited to any wire service, newspaper, radio, Internet, website, webpage, blog, message board or television reporter or any other media representative including any legal article, legal periodical, journal or case/settlement gathering source or any other person or entity, verbally or by nonverbal means, directly or indirectly, the Company’s proxy statements where required, (iii) in response to an order or subpoena fact of a court settlement between the parties, the existence of this Agreement or governmental agency its terms and conditions or any of competent jurisdiction, provided, however, that notice the facts or information relating to any of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior the claims released herein. Subject to the Company’s response foregoing, the Parties may disclose the Agreement to: (a) as necessary to such order officers, board members or subpoenapersonnel for compliance and implementation of the terms of the Agreement; or (ivb) to the Parties’ accountants, attorneys, tax advisers or investors to whom disclosure is necessary. To the extent that a disclosure must be made in SEC filings, only that information which is necessary to enforce comply with SEC requirements may be disclosed. The Parties, their agents or attorneys agree that they will not publicize or refer to any SEC filings that discuss the settlement and that they will respond to any inquiry relating to the settlement agreement or any of the claims released herein with “no comment.” The fact that information regarding the settlement may be disclosed in SEC filings for the limited purpose of complying with SEC requirements imposed by law does not alter the Parties’ obligation to keep the fact and the terms of this Agreement strictly confidential. For this reason, any comment regarding any SEC disclosure, other than a required response to a government entity, will be considered a breach of this Agreement. If either Party is served with valid legal process seeking the production of this Agreement, prior to producing this Agreement the Party served with the valid legal process will provide 10 days written notice to the other Party to the Agreement. The Parties agree that this confidentiality provision is waived for purposes of enforcing this agreement as set forth above in section 17.

Confidentiality of Agreement. Executive agrees that he/she will not discloseA. Except as provided in Sections 12.B and 12.C below, disseminateGarvin and the Company shall mutually agree on the nature, content xxx xxming of any public announcement or publicizepress release relating to the subject matter, terms or cause or permit to be disclosed, disseminated, or publicized any of the terms conditions of this Agreement. B. Garvin shall keep the terms and conditions of this Agreement conxxxxxxxxx except as may be required by law, and except that Garvin may discuss this Agreement with his attorney, if any, his acxxxxxxnt, financial adviser or members of his immediate family residing with him, provided, in all cases, each such person agrees to keep the information confidential and not to disclose it to others. Garvin recognizes that his breach of this confidentiality provision xxxxx result in a material breach of this Agreement. As it would be difficult to quantify the damages suffered by the Company from such breach, in the event of such breach, Garvin agrees to pay to the Company, as liquidated damages, an amouxx xxxal to the payments received hereunder by Garvin. C. The Company is subject to or may becomx xxxxect to the following exceptions only: (i) requirements of Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities Exchange Commission, one or more national securities exchanges, or certain other regulatory or legislative bodies. As such, the Company may, without the consent of Garvin, disclose any information relating to the subject matter, texxx xx conditions of this agreement to the extent necessary to represent that the Company’s interests , in claims its reasonable discretion, shall determine such disclosure is advisable pursuant to any law, rule or litigation where regulation, including the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena rules of a court national securities exchange, is necessary or governmental agency desirable in connection with the operation of competent jurisdictionits business or its financial disclosures, or is advisable or necessary in connection with any legal, administrative or regulatory proceedings; provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have provide Garvin an opportunity to intervene and assert what rights it has to nondisclosure review a draft copy of any proposed discloxxxx xs early as is reasonably practicable prior to Executive’s response to such order its publication or subpoena; (iv) release. Subject to the extent necessary foregoing, the Company will use its reasonable efforts to enforce this Agreement. Executive may also disclose keep the terms and conditions of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreementconfidential.

Confidentiality of Agreement. Executive agrees that he/she and the Company will keep the terms, negotiation, and existence of this Agreement STRICTLY AND COMPLETELY CONFIDENTIAL and will not disclosecommunicate or otherwise disclose to any employee or contractor of the Company (past, disseminatepresent, or publicizefuture), or cause or permit to be discloseda member of the general public, disseminatedthe terms, negotiation, or publicized any existence of this Agreement; provided, however, that (1) each Party may make disclosures to his/her/its tax/financial advisors, auditors, spouse/partner, attorneys, and insurance providers, or other professionals as necessary to receive appropriate advice as applicable to that Party; (2) the Parties may reveal the terms and amount of this Agreement if compelled by court order or applicable law to do so upon reasonable notice to the other Party (if such notice is permitted by applicable law) to allow an opportunity to object to and/or seek protection from such disclosure; (3) the Company may otherwise make disclosures as reasonably necessary for the conduct of the Company’s operations and business and/or to implement the terms of this Agreement; and, subject to the following exceptions only: (i4) to the extent necessary to represent the Company’s interests in claims or litigation where Executive must, and the Company authorizes disclosure; (ii) may, disclose the existence of Executive’s restrictive covenants and post-employment obligations under this Agreement or any other agreement or Company policy to the extent necessary to report income to appropriate taxing authoritiesExecutive’s future actual or prospective employers, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so if any. Executive acknowledges that the Company shall may have an opportunity obligation to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order file or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyersgovernmental agencies or other regulatory bodies outside the context of litigation, accountants which the Company may do without Executive’s permission or consent. Unless specifically and financial advisersexpressly allowed by this Section, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of if asked about this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the CompanyExecutive’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response will be that Executive and/or the Company do not care to discuss such order matters. Nothing in this Section, or subpoena; in the Agreement generally, will or is intended to prohibit any communication by any Party with any federal or state government agency, including (ivwithout limitation) the Equal Employment Opportunity Commission, the Texas Workforce Commission, the National Labor Relations Board, or the United States Securities and Exchange Commission, with respect to any possible violation by the extent necessary to enforce this Agreement.Company or any affiliate of the Company of any laws, rules, or regulations. Confidential Executive Employment Agreement.v8

Confidentiality of Agreement. The Executive agrees and the Company understand and agree that, due to the sensitive nature of this matter, the terms of this Agreement are to be kept private and confidential and that he/she will the terms of this Agreement shall not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminatedunless the party(ies) is (are) required by law to do so. While not limiting the generality of the foregoing, disclosure includes any statement, written or publicized oral, to any person, including, but not limited to, any current or former employees of the Company. The parties to this Agreement acknowledge that there will be circumstances under which some or all of the terms of this Agreement will have to be made known to some individuals in the regular course of conducting business and personal affairs. In keeping with that understanding, the Company agrees that the Executive may discuss the terms of this agreement with his attorneys, accountants, tax advisors and his immediate family. The Executive agrees to advise such individuals of the confidentiality provisions of this Agreement and will require that anyone so named shall keep the terms of this Agreement confidential. Should the Executive disclose any of the terms of this AgreementAgreement to persons (whether entities or individuals) other than those specified in this Article, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed then such actions shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena constitute a breach of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement on the part of the Executive. The Executive acknowledges that the terms of this Agreement will become known to his/her lawyers, accountants certain officials and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or creditemployees of the Company. The Company agrees that, except that this information will be disseminated only on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, and that any individual who is made aware of the terms and provisions of this Agreement shall be advised of the confidentiality provisions of this Agreement. These obligations are subject The Company's disclosure other than as permitted in this paragraph to those who "need-to-know" the terms of the Agreement will constitute a breach of this Agreement. Notwithstanding the foregoing, the parties acknowledge that certain terms or conditions of the Agreement may be required to be disclosed by the Company in its public filings for compliance with SEC rules and regulations. Therefore, the parties agree that any information disclosed by the Company in its press releases, public reports and public filings shall be exempt from the provisions of this Confidentiality Section at all times after such information has been made available to the following exceptions only (i) public. The parties further agree that it shall not be considered a breach of this Section for the Executive to disclose to potential employers and others that he resigned from his position with the extent necessary Company to represent its interests in claims or litigationpursue other business opportunities, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to that he has received a severance package from the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice he and the Company have agreed that all terms and conditions of receipt of such order or subpoena shall be immediately communicated the severance package are to Executive telephonically remain confidential and in writing so that Executive shall have an opportunity to intervene he may not discuss those terms and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreementconditions.

Confidentiality of Agreement. Executive agrees The Parties agree that the consideration furnished under this Agreement and the Realiti Letter Agreement, the discussions and correspondence that led to this Agreement and the Realiti Letter Agreement, and the terms and conditions of this Agreement and the Realiti Letter Agreement are confidential. EMPLOYEE represents that he/she will , and any attorney he may have retained to review this Agreement and the Realiti Letter Agreement, have not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of disclosed the terms or conditions of this Agreement or the Realiti Letter Agreement. Except as may be required by law or to enforce the terms hereof or thereof, subject neither EMPLOYEE nor his attorney may disclose the above information to any other person or entity, except that EMPLOYEE may disclose the following exceptions only: (i) provisions of this Agreement and the Realiti Letter Agreement to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authoritieshis immediate family members and financial and/or tax advisor, provided any that EMPLOYEE makes the person to whom disclosure is made aware of the information is disclosed shall also be bound by confidentiality provisions of this confidentiality provision; (iii) Agreement and such person agrees in response writing to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose keep confidential the terms of this Agreement and the Realiti Letter Agreement. If subpoenaed to his/her lawyersappear in any civil or criminal litigation, or by any governmental authority, to testify as to the contents of this Agreement and/or the Realiti Letter Agreement, EMPLOYEE agrees to immediately forward a copy of the subpoena to the Director of Legal Operations of IDT so that IDT may contest such subpoena, or any request, requirement or order related thereto, and to notify the proponent of the subpoena that this Agreement and/or the Realiti Letter Agreement are the subject of an agreement of confidentiality. IDT may disclose the terms and conditions of this Agreement and the Realiti Letter Agreement to its respective officers, directors, employees, accountants and financial adviserscounsel who have a business need to know, and as otherwise required to lenders or lending institutions for consideration in applications for loans or creditby law. The Company EMPLOYEE further agrees that, except on a business need-to-know basis, it that he will not disclose, disseminate or publicize, or cause or permit encourage others who are not parties to be disclosed, disseminated or publicized, this Agreement and/or the Realiti Letter Agreement to demand any disclosure of the terms and conditions of this Agreement. These obligations are subject to Agreement and/or the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Realiti Letter Agreement.

Confidentiality of Agreement. Executive agrees that he/she will not disclose, disseminate, or publicize, or cause or permit Subject to be disclosed, disseminated, or publicized any of the terms permissible disclosures set forth in paragraph 10 of this Agreement, subject the Parties expressly understand and agree that this Agreement and its contents (including, but not limited to, the fact of payment and the amounts to be paid hereunder) shall remain CONFIDENTIAL and shall not be disclosed to any third party whatsoever, except the following exceptions only: (i) to Parties’ counsel, accountants, financial advisors, tax professionals retained by them, any federal, state, or local governmental taxing or regulatory authority, and the extent necessary to represent Parties’ management, officers, and Board of Directors and except as required by law or order of court. Any person identified in the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person preceding sentence to whom the information concerning this Agreement is disclosed shall also be is bound by this confidentiality provision; (iii) provision and the disclosing party shall be liable for any breaches of confidentiality by persons to whom he/she/it has disclosed information about this Agreement in response to an order or subpoena of a court or governmental agency of competent jurisdiction, accordance with this paragraph. Nothing contained in this paragraph shall prevent any Party from stating that the Parties have “amicably resolved all differences,” provided, however, that notice in so doing, the Parties shall not disclose the fact or amount of receipt any payments made or to be made hereunder and shall not disclose any other terms of this Agreement or the settlement described herein. If any subpoena, order, or discovery request (the “Document Request”) is received by any of the Parties hereto calling for the production of the Agreement, such order or subpoena Party shall be immediately communicated promptly notify the other Party hereto prior to any disclosure of same. In such case, the subpoenaed Party shall: (a) make available as soon as practicable (and in any event prior to disclosure), for inspection and copying, a copy of the Agreement it intends to produce pursuant to the Company telephonically Document Request unless such disclosure is otherwise prohibited by law; and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (ivb) to the extent necessary possible, not produce anything in response to enforce this Agreementthe Document Request for at least ten (10) business days following such notice. Executive may also disclose If necessary, the terms of this Agreement subpoenaed Party shall take appropriate actions to his/her lawyersresist production, accountants and financial advisersas permitted by law, and so as required to lenders or lending institutions for consideration in applications for loans or creditallow the Parties to try to reach agreement on what shall be produced. The Company agrees that, except on This paragraph is a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms material part of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement.

Confidentiality of Agreement. Executive Employee acknowledges and agrees that he/she will not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of the terms of this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where they are not publicly disclosed by the Company authorizes disclosure; (ii) to are ABSOLUTELY CONFIDENTIAL. To the fullest extent necessary to report income to appropriate taxing authoritiespermitted by law, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject , unless previously publicly disclosed by the Company shall not, without the Company’s prior written consent, be disclosed to the following exceptions only (i) to the extent necessary to represent its interests in claims any person, firm, organization or litigation, (ii) to the extent necessary to comply with government reporting obligationsentity, including but not limited to any current or former employees of the Company. Except as provided in this paragraph, otherwise required by applicable law, and/or as excepted pursuant to Sections 7(d) and 12(a) of this Agreement, Employee shall not: (a) communicate or disclose in any way the amount of the Severance Benefits made by the Company; or (b) give any indication of the amount of the Severance Benefits. Employee may communicate the terms and conditions of this Agreement (1) to Employee’s proxy statements where requiredspouse/domestic partner; or (2) to Employee’s attorney and those rendering financial or legal advice and having a bona fide need to know such terms and conditions; provided, however, Employee shall advise any such individuals beforehand of the existence of Employee’s confidentiality obligations under this Agreement and their corresponding obligations to maintain the confidentiality of this Agreement. A breach of these obligations by Employee’s spouse/domestic partner, attorney, advisor, or agents will be deemed a breach of this Agreement by Employee. Moreover, nothing in this Agreement shall preclude Employee from disclosing the terms and conditions of this Agreement to government agencies for tax purposes (iii) in response to an order i.e., the IRS and Franchise Tax Board); or subpoena of if required by a valid court order, subpoena, or governmental agency of competent jurisdiction, regulatory request or other compulsory process or law; provided, however, that notice Employee shall advise such agency or court of receipt the confidential nature of such order this Agreement and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the subject matter disclosed. Further, the Company agrees that it will use its commercially reasonable best efforts to not publicly disclose any potential employment opportunity Employee may have prior to Employee or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights heEmployee’s new employer/she has to nondisclosure prior company announcing it, with the exception of required disclosures to the Company’s response to such order Board of Directors or subpoena; (iv) to the extent necessary to enforce this Agreementadvisors, or required by law, under applicable confidentiality obligations.

Confidentiality of Agreement. Executive agrees Optionee acknowledges that he/she will not disclose, disseminate, all information with respect to or publicize, relating to the Property furnished or cause or permit to be disclosedfurnished to Optionee is so furnished on the condition that Optionee, disseminatedfrom and after the date of this Agreement, maintain the confidentiality thereof prior to the Close of Escrow. Optionee further acknowledges that the terms and provisions of this Agreement are likewise confidential and Optionee agrees to maintain the confidentiality thereof at all times prior to the Close of Escrow. Accordingly, Optionee shall, and shall cause Optionee’s Agents, Optionee’s Affiliates, and Optionee’s attorneys and other personnel and representatives to hold in strict confidence, and not disclose to any other person or publicized entity, without the prior written consent of Optionor, any of the following information, unless and until the Closing occurs: (i) any information with respect to the Property delivered to Optionee by Optionor or any of Optionor's Agents or Optionor's Affiliates or (ii) the nature or content of any term or provision of this Agreement, or (iii) the results of the inspections or studies undertaken in connection herewith. Notwithstanding the foregoing, Optionor and Optionee may each disclose such information to individuals or entities necessary for the parties to consummate the transactions contemplated herein (such as to partners, shareholders, affiliates, subsidiaries, parent companies, lenders, engineers, environmental consultants, attorneys, accountants and tax advisors), or in response to a subpoena or as required by law, and Optionor and Optionee may consult with the City and the RWQCB and all other Authorities whose consent may be required regarding Optionee’s intended development of the Property and other matters described in this Agreement. Until the Closing of the Property occurs, Optionee agrees to inform all parties to whom any term or provision hereof or any information with respect to the Property is disclosed that all such parties are not to disclose any term or condition hereof or any information with respect to the Property to any other person or entity. Additionally, notwithstanding the foregoing, during the continuance of any default by Optionee, Optionor may disclose information regarding the Property and/or this Agreement (but not the economic terms of this Agreement, subject to ) for use in Optionor’s marketing materials for the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosureProperty; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice any such information so disclosed shall not include the details of receipt of such order any material or subpoena shall be immediately communicated to the Company telephonically and monetary terms set forth in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive Optionee acknowledges and agrees that there are other parties with certain obligations or potential obligations for groundwater contamination remediation including AMD, Philips and TRW. Optionee shall cooperate with said parties in disclosing reasonable information regarding its plans and remediation experience and shall execute reasonable non-disclosure agreements as may also disclose be reasonably required by said parties in order to gain access to agreements and other information relating to remediation of the terms groundwater contamination under the Property. The obligations of this Article 18 shall survive the termination of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this AgreementClosing.

Confidentiality of Agreement. Executive agrees that he/she Except as otherwise provided in Paragraph 21, the Employee agrees: (a) The Employee will not disclose, disseminate, disclose the existence of this Agreement or publicize, or cause or permit to be disclosed, disseminated, or publicized any of the terms and conditions of this AgreementAgreement to any person or entity, subject to the following exceptions onlyexcept: (i) to the extent necessary to represent the Company’s interests in claims comply with or litigation where the Company authorizes disclosureenforce this Agreement; (ii) to the extent necessary Employee’s legal, certified financial or tax advisors, spouse, and to report income to appropriate taxing authorities, provided the Internal Revenue Service or any person to whom the information is disclosed shall also be bound by this confidentiality provisionsimilar state or local taxation authority; or (iii) in response as otherwise permitted by law. The parties to an order this Agreement expressly acknowledge and agree that there are no claims by the Employee against the Company relating to discrimination, retaliation and/or harassment. As such, the scope of the confidentiality and nondisclosure provisions contained herein are not limited, or subpoena of a court or governmental agency of competent jurisdictionotherwise covered by, provided, however, that notice of receipt any applicable New Jersey state law restricting the scope of such order confidentiality/nondisclosure terms in the context of claims made related to discrimination, retaliation and/or harassment. (b) The Employee agrees not to make any disparaging statements, comments, or subpoena shall be immediately communicated remarks, whether written or oral (collectively, “Disparaging Statements”), to employees or affiliates of the Company telephonically entities, or to any third party, regarding the Company or any other Company entities or any of their respective officers, directors or Mithaq Capital SPC and its affiliates (including Mithaq Holding Company and its affiliates) or, in writingtheir capacity as such, so their employees, agents, representatives, administrators, attorneys, and advisors, except (a) on a confidential basis to his attorneys, advisors, or immediate family, provided that the Company shall have an opportunity Employee does not direct, encourage, or request that these individuals violate his obligations under this Paragraph 7(b), and the Employee will instruct those individuals not to intervene and assert what make any Disparaging Statements, (b) as required by applicable law, regulation, statute, or fiduciary obligation, (c) as necessary to enforce rights it has under this Agreement, (d) to nondisclosure prior respond publicly to Executive’s response to such order or subpoena; (iva Disparaging Statement made publicly in breach of this Paragraph 7(b) to the extent reasonably necessary to correct or refute such Disparaging Statement, or (e) pursuant to the exercise of the Indemnification Rights or the Executive Protections. “Disparaging” statements, comments, suggestions, or remarks are those that are defamatory or that, directly or indirectly, impugn in any manner the character, honesty, integrity, morality, ethics, or business acumen or abilities of the individual or entity at issue, including, without limitation, in any press release, official statement, or filing. The Company, on behalf of itself and the Company entities, agrees that its current directors and, during the period of their service with the Company or the applicable Company entity, its current officers (within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall not, and the Company agrees to instruct its Senior Leadership, not to, make any Disparaging Statements to employees or affiliates of the Company entities, or to any third party, regarding the Employee, or his advisors or attorneys, except (a) on a confidential basis to their attorneys and other advisors, provided that they do not direct, encourage, or request that these individuals violate the Company’s, or the Company entities’ obligations under this Paragraph 7(b), and the Company and the other Company entities will instruct those individuals not to make any Disparaging Statements, (b) as required by applicable law, regulation, statute, or fiduciary obligation, (c) as necessary to enforce rights under this Agreement. Executive may also disclose the terms , (d) to respond publicly to a Disparaging Statement made publicly in breach of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (iParagraph 7(b) to the extent reasonably necessary to represent its interests in claims correct or litigationrefute such Disparaging Statement, and (iie) to the extent necessary to comply with government reporting obligations, including but not limited on a confidential basis to the Company’s proxy statements where requiredauditors. Notwithstanding the foregoing, (iii) nothing herein prohibits any person from providing truthful testimony in response to lawful legal process as part of an order investigation or subpoena of a court or governmental agency of competent jurisdictionlawsuit, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to nothing herein prohibits the Company’s response to such order directors and officers from discussing privately and in confidence the Employee or subpoena; (iv) to the extent necessary to enforce this Agreementhis work between or among one another.

Confidentiality of Agreement. Executive (a) Associate agrees that he/she with respect to confidentiality, as of the date of this Agreement, Associate has not disclosed and will not disclose, disseminate, or publicize, disclose to or cause or permit to be discloseddisclosed to, disseminateddirectly or indirectly, any person including, but not limited to, members of the general public and representatives of the media, the existence of or publicized terms of this Agreement. Associate and the Company agree that confidentiality of this Agreement is mutually beneficial and Associate specifically prefers to keep this Agreement confidential. (b) As an exception to this provision, but subject to the terms of Paragraph 10 of this Agreement, it is understood that Associate may disclose information concerning the amount of the Separation Payment to Associate’s counsel, tax preparer, and to members of Associate’s immediate family; provided, however, that any and all such individuals are alerted to and agree to be bound by this restriction. (c) This Agreement shall not be filed with any court or agency, unless necessary to enforce either of their terms, and shall remain forever confidential as described in Paragraph 10 of this Agreement. Associate and the Company agree that this Agreement may be used only as evidence in a subsequent proceeding in which Associate or the Company and/or RELEASEE(S) allege a breach of this Agreement. Should any party file a claim or action to enforce the terms of this Agreement, subject such party shall seek the full protection of the applicable court or other forum to provide for and protect the confidentiality of this Agreement. (d) Should Associate be required by law, legal process or subpoena to provide information related either to Associate’s former employment at the Company or to anyone else’s employment at the Company including its parent company and subsidiaries, Associate shall, in advance of providing any response to such law, legal process or subpoena, and within four (4) days of Associate’s receipt of notice of such law, legal process or subpoena, provide written notice by certified mail to the following exceptions onlycontact below (along with a copy sent by e-mail) of such law, legal process or subpoena such that RELEASEE(S) may seek to assert its or their rights and interests in connection therewith: - 7 - ACTIVE/ 78077235.1 Employment Counsel Primo Water Corporation 0000 Xxx Xxxxx Xxxx., Xxxxx 000 Tampa, FL 33607 (e) Should Associate be contacted by any person or entity seeking information or testimony in connection with Associate’s or any other individual’s assignment, work, duties, activities or employment at the Company (including knowledge that Associate came into possession of by virtue of or in connection with Associate’s work, duties activities or employment at the Company), Associate shall, prior to providing that information or testimony, to the extent lawfully permitted, advise the Company that such information or testimony is sought and cooperate with the Company and its counsel in connection with the request for such information or testimony. (f) Nothing in this Agreement shall prohibit or restrict Associate from: (i) providing information to or otherwise assisting in, an investigation by Congress, the extent necessary EEOC, the Securities and Exchange Commission (“SEC”) or any other Canadian (federal or provincial) or U.S. federal regulatory or law enforcement agency or self-regulatory organization (“SRO”); or (ii) testifying, participating, or assisting in a proceeding relating to represent an alleged violation of any Canadian (federal or provincial) or U.S. federal law relating to fraud or any rule or regulation of the SEC or any SRO. (g) Associate understands and agrees that should Associate (or Associate’s attorneys, tax preparer or any members of Associate’s immediate family) violate the confidentiality requirements set forth in Paragraph 10, Associate shall be deemed to have materially breached this Agreement, and Associate shall be responsible for liquidated damages in the amount of all monies paid by the Company pursuant to Paragraph 1 and the Company’s interests costs and expenses including, without limitation, the Company’s attorneys’ fees, in claims bringing an action to recover damages or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically seek injunctive relief. Associate further understands and in writing, so agrees that the Company monetary relief referred to herein shall have an opportunity not be sufficient or adequate to intervene address damages occasioned by such breach and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on shall not be a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited bar to the Company’s proxy statements where requiredpursuit of any other relief including, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdictionbut not limited to, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically injunctive and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreementequitable relief.

Confidentiality of Agreement. Executive agrees The Parties agree that the consideration furnished under this Agreement and the Consulting Agreement, the discussions and correspondence that led to this Agreement and the Consulting Agreement, and the terms and conditions of this Agreement and the Consulting Agreement are confidential. Employee represents that he/she will , and any attorney he may have retained to review this Agreement and the Consulting Agreement, have not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of disclosed the terms or conditions of this Agreement and the Consulting Agreement. Except as may be required by law or to enforce the terms hereof or thereof, subject neither Employee nor his attorney may disclose the above information to any other person or entity, except that Employee may disclose the following exceptions only: (i) provisions of this Agreement and the Consulting Agreement to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authoritieshis immediate family members and financial and/or tax advisor, provided any that Employee makes the person to whom disclosure is made aware of the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms provisions of this Agreement and the Consulting Agreement and such person agrees in writing to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of keep confidential the terms of this Agreement. These obligations are subject If subpoenaed to appear in any civil or criminal litigation, or by any governmental authority, to testify as to the following exceptions only (i) contents of this Agreement and/or the Consulting Agreement, Employee agrees to immediately forward a copy of the subpoena to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena General Counsel of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing DSS so that Executive shall DSS may contest such subpoena, or any request, requirement or order related thereto, and to notify the proponent of the subpoena that this Agreement and/or the Consulting Agreement are the subject of an agreement of confidentiality. DSS may disclose the terms and conditions of this Agreement and/or the Consulting Agreement to its respective officers, directors, employees, accountants and counsel who have an opportunity a business need to intervene know, and assert what rights he/she has as otherwise required by law. Employee further agrees that he will not encourage others who are not Parties to nondisclosure prior this Agreement and/or the Consulting Agreement to demand any disclosure of the Company’s response to such order or subpoena; (iv) to terms and conditions of this Agreement and/or the extent necessary to enforce this Consulting Agreement.

Confidentiality of Agreement. Executive agrees Optionee acknowledges that he/she will not disclose, disseminate, all information with respect to or publicize, relating to the Property furnished or cause or permit to be disclosedfurnished to Optionee is so furnished on the condition that Optionee, disseminatedfrom and after the date of this Agreement, maintain the confidentiality thereof prior to the Close of Escrow. Optionee further acknowledges that the terms and provisions of this Agreement are likewise confidential and Optionee agrees to maintain the confidentiality thereof at all times prior to the Close of Escrow. Accordingly, Optionee shall, and shall cause Optionee’s Agents, Optionee’s Affiliates, and Optionee’s attorneys and other personnel and representatives to hold in strict confidence, and not disclose to any other person or publicized entity, without the prior written consent of Optionor, any of the following information, unless and until the Closing occurs: (i) any information with respect to the Property delivered to Optionee by Optionor or any of Optionor's Agents or Optionor's Affiliates or (ii) the nature or content of any term or provision of this Agreement, or (iii) the results of the inspections or studies undertaken in connection herewith. Notwithstanding the foregoing, Optionor and Optionee may each disclose such information to individuals or entities necessary for the parties to consummate the transactions contemplated herein (such as to partners, shareholders, affiliates, subsidiaries, parent companies, lenders, engineers, environmental consultants, attorneys, accountants and tax advisors), or in response to a subpoena or as required by law, and Optionor and Optionee may consult with the City and the Regional Water Quality Control Board and all other Authorities whose consent may be required regarding Optionee’s intended development of the Property and other matters described in this Agreement. Until the Closing of the Property occurs, Optionee agrees to inform all parties to whom any term or provision hereof or any information with respect to the Property is disclosed that all such parties are not to disclose any term or condition hereof or any information with respect to the Property to any other person or entity. Additionally, notwithstanding the foregoing, during the continuance of any default by Optionee, Optionor may disclose information regarding the Property and/or this Agreement (but not the economic terms of this Agreement, subject to ) for use in Optionor’s marketing materials for the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosureProperty; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice any such information so disclosed shall not include the details of receipt of such order any material or subpoena shall be immediately communicated to the Company telephonically and monetary terms set forth in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive Optionee acknowledges and agrees that there are other parties with certain obligations or potential obligations for groundwater contamination remediation including AMD, Philips and TRW. Optionee shall cooperate with said parties in disclosing reasonable information regarding its plans and remediation experience and shall execute reasonable non-disclosure agreements as may also disclose be reasonably required by said parties in order to gain access to agreements and other information relating to remediation of the terms groundwater contamination under the Property. The obligations of this Article 18 shall survive the termination of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this AgreementClosing.

Confidentiality of Agreement. Executive A. As a material inducement to the Parties entering into this Agreement, each Party agrees that he/she to the maximum extent provided by law, all terms and conditions of this Agreement, including the amount of the consideration referred to in Paragraph 2.A hereof, shall be and remain confidential. Each Party promises, covenants, and represents that such Party will not disclose, disseminateconfirm, or publicizerepresent, misrepresent, publicize or cause or permit to be disclosed, disseminatedconfirmed, or publicized any of the terms of this Agreementrepresented, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated misrepresented or publicized, any of the terms and conditions of this Agreement except to its accountants and attorneys and with respect to Executive, to Executive’s immediate family (“immediate family” being defined for purposes of this Agreement as Executive’s spouse and adult children, if any) or any other person or entity to whom disclosure may not be prohibited by existing law. Each Party further promises, covenants, and agrees that any further disclosure, confirmation, representation, misrepresentation or publication of any of the terms and conditions of this Agreement by either Party or any of the foregoing persons to whom such Party is unauthorized to make disclosure, shall constitute a material breach of this Agreement. These obligations are subject Each Party covenants and agrees that, in response to any inquiries made about the resolution of any dispute between the Parties, the only disclosure that either Party may make is a statement that all such matters have been “resolved” to the following exceptions only Parties’ mutual satisfaction. B. Nothing in this Paragraph 10 shall prevent, or be interpreted as preventing, the Company from disclosing this Agreement to (i) to the extent necessary to represent members of its interests in claims or litigation, Board of Directors; (ii) to lenders; or (iii) any other person that the extent Company or the Board of Directors deems necessary to comply with government reporting obligationslegal, financial and regulatory requirements, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, any securities law requirements. C. Each Party represents and warrants that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to signing this Agreement such order or subpoena; (iv) to the extent necessary to enforce Party has not made any disclosure that, if made after signing this Agreement, would violate Paragraph 10.A of this Agreement. D. In the event any disclosure by either Party concerning this Agreement or the circumstances relating thereto may appear to be required by valid legal process, each Party shall promptly notify the other Party in writing sufficiently in advance of the threatened disclosure to provide such Party a reasonable opportunity to contest or oppose such disclosure. E. Any breach of any provision of this Paragraph 10 shall be considered a material breach of this Agreement and render such breaching Party liable for all remedies available in equity or at law.

Confidentiality of Agreement. Executive Plaintiff agrees that hehe will keep the negotiation of this Agreement and all terms of this Agreement strictly confidential, including, but not limited to, the payments and other consideration set forth in Paragraph 2, except that Plaintiff may make disclosures to his immediate family, attorneys, and/or accountants/she will not disclose, disseminatefinancial advisors if necessary, or publicize, or cause or permit to be disclosed, disseminated, or publicized as otherwise required by law. Plaintiff further agrees that if any of the terms of this AgreementAgreement are disclosed to a third party as permitted under this paragraph, subject he will direct that person(s) not to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants any other person and financial advisers, and as required to lenders or lending institutions shall be responsible for consideration in applications for loans or creditany such disclosure by such third party. The Company agrees thatthat the Board and its executive officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) will keep the negotiation of this Agreement and all terms of this Agreement strictly confidential, except that the Parties agree that the Company will file this Agreement as an attachment to its form 8-K (the “8-K”), substantially in a form attached hereto as Exhibit A, and may make any other disclosure that the Board reasonably determines is necessary or proper for the Company’s business purposes, including, but not limited to, issuing a press release (the “Press Release”), substantially in a form attached hereto as Exhibit B. The 8-K and Press Release will be made public by 7:00 a.m. Central time on a the business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms day following both Parties’ execution and delivery (including by electronic means) of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigationExcept as specifically provided for herein, (ii) to the extent necessary to comply with government reporting obligationsincluding, including but not limited to filing the 8-K and issuing the Press Release, the Plaintiff and the Board and the Company’s proxy executive officers will be prohibited from any further public statements where requiredor disclosures regarding the Lawsuit or this Agreement, (iii) in response unless legally required to an order do so by state, federal, or subpoena of a court or governmental agency of competent jurisdictionlocal laws. Plaintiff, providedthe Board, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to executive officers may confirm the extent necessary to enforce this Agreementfacts as stated in the 8-K and/or the Press Release.

Confidentiality of Agreement. Executive Milliken acknowledges and agrees that he/she will the existence of this Agreemenx, xxx xerms of this Agreement (individually and in their entirety) and all offers, comments, discussions, negotiations and other communications, documents and events of every kind relating to this Agreement are and shall forever remain strictly confidential. Milliken warrants not to divulge, disclose, disseminatecommunicate, or publicizedisseminate xx xxxxicize, or cause or permit to be disclosed, disseminatedcommunicated, disseminated or publicized any of publicized, either directly or indirectly, specifically or generally, whether by act or omission, the terms existence of this Agreement, subject any term of this Agreement or the circumstances of Milliken's resignation, to the following exceptions only: any person, business organization, corporxxxxx, xxxociation, governmental agency or other entity, except as follows: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities; (ii) to communicate with Milliken's attorneys or agents as necessary for obtaining legal and/xx xxxxxxxal planning advice (in which case Milliken agrees to instruct and require Milliken's attorneys and agexxx xx xgree, provided in writing, to abide by thx xxxxx xx this Agreement), except that Milliken's attorney or agent shall not raise or disclose the existenxx xx xxxx Agreement, any person to whom the information is disclosed shall also be bound by this confidentiality provisionterm hereof or any underlying fact related hereto, in any administrative or legal action of any kind; (iii) in response to an any order or subpoena of a court of competent jurisdiction or in response to a legitimate discovery request pursuant to state or federal rules of civil procedure; or (iv) in response to a subpoena issued by a state or federal court or governmental agency of competent jurisdiction, agency; provided, however, that notice Milliken shall immediately notify the Released Parties' Attorney of Xxxxxx xerein (see Paragraph 4.17), by telephone and confirmed immediately thereafter in writing, of Milliken's receipt of such discovery request, judicial order or subpoena shall be immediately communicated to subpxxxx, xx xhat the Company telephonically and in writing, so that Released Parties may have the Company shall have an opportunity to intervene and to assert what rights it has to nondisclosure they may have in non-disclosure prior to Executive’s Milliken's response to such the discovery request, order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement.

Confidentiality of Agreement. Executive Employee acknowledges and agrees that he/she will not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of the terms of this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where they are not publicly disclosed by the Company authorizes disclosure; (ii) to are ABSOLUTELY CONFIDENTIAL. To the fullest extent necessary to report income to appropriate taxing authoritiespermitted by law, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject , unless previously publicly disclosed by the Company shall not, without the Company’s prior written consent, be disclosed to the following exceptions only (i) to the extent necessary to represent its interests in claims any person, firm, organization or litigation, (ii) to the extent necessary to comply with government reporting obligationsentity, including but not limited to any current or former employees of the Company. Except as provided in this paragraph, Employee shall not: (a) communicate or disclose in any way the amount of the Severance Benefits made by the Company; or (b) give any indication of the amount of the Severance Benefits. Employee may communicate the terms and conditions of this Agreement (1) to Employee’s proxy statements where requiredspouse/domestic partner; or (2) to Employee’s attorney and those rendering financial or legal advice and having a bona fide need to know such terms and conditions; provided, however, Employee shall advise any such individuals beforehand of the existence of Employee’s confidentiality obligations under this Agreement and their corresponding obligations to maintain the confidentiality of this Agreement. A breach of these obligations by Employee’s spouse/domestic partner, attorney, advisor, or agents will be deemed a breach of this Agreement by Employee. Moreover, nothing in this Agreement shall preclude Employee from disclosing the terms and conditions of this Agreement to government agencies for tax purposes (iii) in response to an order i.e., the IRS and Franchise Tax Board); or subpoena of if required by a valid court order, subpoena, or governmental agency of competent jurisdiction, regulatory request or other compulsory process or law; provided, however, that notice Employee shall advise such agency or court of receipt the confidential nature of such order this Agreement and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the subject matter disclosed. Further, the Company agrees that it will use its commercially reasonable best efforts to not publicly disclose any potential employment opportunity Employee may have prior to Employee or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights heEmployee’s new employer/she has to nondisclosure prior company announcing it, with the exception of required disclosures to the Company’s response to such order Board of Directors or subpoena; (iv) to the extent necessary to enforce this Agreementadvisors, or required by law, under applicable confidentiality obligations.

Confidentiality of Agreement. Executive agrees that he/she and the Company will keep the terms, negotiation, and existence of this Agreement STRICTLY AND COMPLETELY CONFIDENTIAL and will not disclosecommunicate or otherwise disclose to any employee or contractor of the Company (past, disseminatepresent, or publicizefuture), or cause or permit to be discloseda member of the general public, disseminatedthe terms, negotiation, or publicized any existence of this Agreement; provided, however, that (1) each Party may make disclosures to his/her/its tax/financial advisors, auditors, spouse/partner, attorneys, and insurance providers, or other professionals as necessary to receive appropriate advice as applicable to that Party; (2) the Parties may reveal the terms and amount of this Agreement if compelled by court order or applicable law to do so upon reasonable notice to the other Party (if such notice is permitted by applicable law) to allow an opportunity to object to and/or seek protection from such disclosure; (3) the Company may otherwise make disclosures as reasonably necessary for the conduct of the Company's operations and business and/or to implement the terms of this Agreement; and, subject to the following exceptions only: (i4) to the extent necessary to represent the Company’s interests in claims or litigation where Executive must, and the Company authorizes disclosure; may, disclose the existence of Executive's Confidential Executive Employment Agreement (ii) X. Xxxx - Interim CEO).v5 restrictive covenants and post-employment obligations under this Agreement or any other agreement or Company policy to the extent necessary to report income to appropriate taxing authoritiesExecutive's future actual or prospective employers, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so if any. Executive acknowledges that the Company shall may have an opportunity obligation to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order file or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyersgovernmental agencies or other regulatory bodies outside the context of litigation, accountants which the Company may do without Executive's permission or consent. Unless specifically and financial advisersexpressly allowed by this Section, if asked about this Agreement, Executive's and as required the Company's response will be that Executive and/or the Company do not care to lenders or lending institutions for consideration discuss such matters. Nothing in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicizethis Section, or cause in the Agreement generally, will or permit is intended to be disclosedprohibit any activity by any Party protected by any applicable law or any communication by any Party with any federal or state government agency, disseminated including (without limitation) the Equal Employment Opportunity Commission, the Texas Workforce Commission, the National Labor Relations Board, or publicizedthe United States Securities and Exchange Commission, with respect to any possible violation by the Company or any affiliate of the terms Company of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims any laws, rules, or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreementregulations.

Confidentiality of Agreement. Executive agrees that he/she will not disclose, disseminate, or publicize, or cause or permit The Parties agree to be disclosed, disseminated, or publicized any of the terms of maintain and hold this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authoritiesand all of its terms, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, specifically including but not limited to the Companynature and amount of the Separation Benefits, in strict confidence. Accordingly, except as specifically provided in this paragraph 22, the Parties agree that if either party receives an inquiry from any press or media outlet, that the party shall state only: “EMPLOYEE separated from CUBIC as a result of a reorganization of CUBIC’s proxy statements where requiredbusiness units,” or words to that effect. Notwithstanding the foregoing agreed upon statement, the Parties agree not to make any public statement about, or to otherwise disseminate or disclose this Agreement or any of its terms, to any other person or business entity, including without limitation any present or former CUBIC employee, customer or business partner. It shall not be a violation of this provision for the parties to reveal or discuss any terms of this Agreement to the extent reasonably necessary to obtain legal or financial advice related to this Agreement or the parties’ respective obligations under it, to enforce this Agreement, or as required in order to respond to an audit or inquiry by a government entity or a duly issued subpoena, or as required in order to comply with applicable legal or regulatory requirements. In addition, CUBIC may disclose information about this Agreement, subject to an instruction to keep its terms and existence confidential, to any employees it needs to disclose it to in order to comply with, execute, or account for the terms or payments made under this Agreement, and EMPLOYEE may disclose information about this Agreement, subject to an instruction to keep its terms and existence confidential, to his spouse and financial and legal advisor(s). Further, EMPLOYEE may disclose the terms contained within Section 7 (iiiNon-Disclosure of CUBIC Confidential Information), 8 (Non-Disparagement), 20 (Non-Disclosure and Other Agreements), and 23 (Non-Solicitation of Employees) to prospective employers, subject to an instruction to keep such terms and existence confidential. In the event that EMPLOYEE concludes that he is obligated to disclose any term of this Agreement in response to an order audit or inquiry by a government entity or a subpoena, unless prohibited by law from doing so, EMPLOYEE shall provide to CUBIC, through its General Counsel, no less than five (5) business days’ notice of the audit, inquiry or subpoena along with a copy of a court any document(s) constituting or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response relating to such order audit, inquiry or subpoena; (iv) to the extent necessary to enforce this Agreement.

Confidentiality of Agreement. Executive A. As a material inducement to the Parties entering into this Agreement, each Party agrees that he/she to the maximum extent provided by law, all terms and conditions of this Agreement, including the amount of the consideration referred to in Paragraph 2.A hereof, shall be and remain confidential. Each Party promises, covenants, and represents that such Party will not disclose, disseminateconfirm, or publicizerepresent, misrepresent, publicize or cause or permit to be disclosed, disseminatedconfirmed, or publicized any of the terms of this Agreementrepresented, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated misrepresented or publicized, any of the terms and conditions of this Agreement except to its accountants and attorneys and with respect to Executive, to Executive’s immediate family (“immediate family” being defined for purposes of this Agreement as Executive’s spouse and adult children, if any) or any other person or entity to whom disclosure may not be prohibited by existing law. Each Party further promises, covenants, and agrees that any further disclosure, confirmation, representation, misrepresentation or publication of any of the terms and conditions of this Agreement by either Party or any of the foregoing persons to whom such Party is unauthorized to make disclosure, shall constitute a material breach of this Agreement. These obligations are subject Each Party covenants and agrees that, in response to any inquiries made about the resolution of any dispute between the Parties, the only disclosure that either Party may make is a statement that all such matters have been “resolved” to the following exceptions only Parties’ mutual satisfaction. B. Nothing in this Paragraph 11 shall prevent, or be interpreted as preventing, the Company from disclosing this Agreement to (i) to the extent necessary to represent members of its interests in claims or litigation, Board of Directors; (ii) to lenders; or (iii) any other person that the extent Company or the Board of Directors deems necessary to comply with government reporting obligationslegal, financial and regulatory requirements, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, any securities law requirements. C. Each Party represents and warrants that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to signing this Agreement such order or subpoena; (iv) to the extent necessary to enforce Party has not made any disclosure that, if made after signing this Agreement, would violate Paragraph 11.A of this Agreement. D. In the event any disclosure by either Party concerning this Agreement or the circumstances relating thereto may appear to be required by valid legal process, each Party shall promptly notify the other Party in writing sufficiently in advance of the threatened disclosure to provide such Party a reasonable opportunity to contest or oppose such disclosure. E. Any breach of any provision of this Paragraph 11 shall be considered a material breach of this Agreement and render such breaching Party liable for all remedies available in equity or at law.

Confidentiality of Agreement. Executive Dennedy agrees that he/she will not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of the terms of this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement and the discussions leading up to his/her lawyers, accountants it shall be held by him in strict confidence and financial advisers, and as required shall not be disclosed to lenders any third parties or lending institutions for consideration in applications for loans or credit. The Company agrees thatpersons, except on a business need-to-know basisthat Dennedy may disclose and/or discuss this Agreement: (a) with his attorney, it will not disclose, disseminate or publicize, or cause or permit tax consultant and with appropriate taxing authorities should any issue be raised by any such authority with respect to the consideration to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject given to the following exceptions only Dennedy hereunder; (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iiib) in response to a valid subpoena or other legal compulsion which calls for such disclosure; (c) in any litigation to enforce the provisions of this Agreement or for breach thereof or to challenge whether he knowingly and voluntarily entered into this Agreement under the ADEA; and (d) with his immediate family. Should Dennedy be required by (b) or (c) of this section to disclose this Agreement or any of its terms, he shall notify the General Counsel, Agilysys, Inc., 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 no later than seven (7) business days prior to such disclosure, which period of time Dennedy agrees necessary in order to allow Agilysys to seek an appropriate protective order. Dennedy agrees that if he or his attorney, tax consultant, or any member of his immediate family is adjudicated by a final non-appealable judgment or order or subpoena of in a court or governmental agency of competent jurisdictionjurisdiction to have breached any provision of this section, provided, however, that notice of receipt of such order or subpoena Agilysys shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior entitled to the Company’s response actual amount of damages proven to have proximately resulted from such order breach and its costs, attorneys’ fees and out-of-pocket expenses reasonably incurred by it in obtaining such final judgment or subpoena; (iv) order. Dennedy represents that neither he nor any person to whom he is authorized to disclose this Agreement has made any disclosure prohibited by this section since the extent necessary to enforce this AgreementSeparation Date.

Confidentiality of Agreement. Executive Employee acknowledges and agrees that he/she will not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized any of the terms of this Agreement, subject to the following exceptions only: (i) to the extent necessary to represent the Company’s interests in claims or litigation where they are not publicly disclosed by the Company authorizes disclosure; (ii) to are ABSOLUTELY CONFIDENTIAL. To the fullest extent necessary to report income to appropriate taxing authoritiespermitted by law, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically and in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject , unless previously publicly disclosed by the Company shall not, without the Company’s prior written consent, be disclosed to the following exceptions only (i) to the extent necessary to represent its interests in claims any person, firm, organization or litigation, (ii) to the extent necessary to comply with government reporting obligationsentity, including but not limited to any current or former employees of the Company. Except as provided in this paragraph, otherwise required by applicable law, and/or as excepted pursuant to Sections 7(d) and 13(a) of this Agreement, Employee shall not: (a) communicate or disclose in any way the amount of the Severance Benefits made by the Company; or (b) give any indication of the amount of the Severance Benefits. Employee may communicate the terms and conditions of this Agreement (1) to Employee’s proxy statements where requiredspouse/domestic partner; or (2) to Employee’s attorney and those rendering financial or legal advice and having a bona fide need to know such terms and conditions; provided, however, Employee shall advise any such individuals beforehand of the existence of Employee’s confidentiality obligations under this Agreement and their corresponding obligations to maintain the confidentiality of this Agreement. A breach of these obligations by Employee’s spouse/domestic partner, attorney, advisor, or agents will be deemed a breach of this Agreement by Employee. Moreover, nothing in this Agreement shall preclude Employee from disclosing the terms and conditions of this Agreement to government agencies for tax purposes (iii) in response to an order i.e., the IRS and Franchise Tax Board); or subpoena of if required by a valid court order, subpoena, or governmental agency of competent jurisdiction, regulatory request or other compulsory process or law; provided, however, that notice Employee shall advise such agency or court of receipt the confidential nature of such order this Agreement and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the subject matter disclosed. Further, the Company agrees that it will use its commercially reasonable best efforts to not publicly disclose any potential employment opportunity Employee may have prior to Employee or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights heEmployee’s new employer/she has to nondisclosure prior company announcing it, with the exception of required disclosures to the Company’s response to such order Board of Directors or subpoena; (iv) to the extent necessary to enforce this Agreementadvisors, or required by law, under applicable confidentiality obligations.

Confidentiality of Agreement. Executive agrees Optionee acknowledges that he/she will not disclose, disseminate, all information with respect to or publicize, relating to the Property furnished or cause or permit to be disclosedfurnished to Optionee is so furnished on the condition that Optionee, disseminated, or publicized any of from and after the terms date of this Agreement, subject maintain the confidentiality thereof prior to the Close of Escrow. Optionee further acknowledges that the terms and provisions of this Agreement are likewise confidential and Optionee agrees to maintain the confidentiality thereof at all times prior to the Close of Escrow. Accordingly, Optionee shall, and shall cause Optionee’s Agents, Optionee’s Affiliates, and Optionee’s attorneys and other personnel and representatives to hold in strict confidence, and not disclose to any other person or entity, without the prior written consent of Optionor, any of the following exceptions onlyinformation, unless and until the Closing occurs: (i) any information with respect to the extent necessary Property delivered to represent the CompanyOptionee by Optionor or any of Optionor’s interests in claims Agents or litigation where the Company authorizes disclosure; Optionor’s Affiliates or (ii) to the extent necessary to report income to appropriate taxing authoritiesnature or content of any term or provision of this Agreement, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; or (iii) the results of the inspections or studies undertaken in connection herewith. Notwithstanding the foregoing, Optionee may disclose such information to individuals or entities necessary for Optionee to consummate the transactions contemplated herein (such as to partners, shareholders, affiliates, subsidiaries, parent companies, lenders, engineers, environmental consultants, attorneys, accountants and tax advisors), or in response to an a subpoena or as required by law, and Optionee may consult with the City regarding its intended development of the Property. Until the Closing of the Property occurs, Optionee agrees to inform all parties to whom any term or provision hereof or any information with respect to the Property is disclosed that all such parties are not to disclose any term or condition hereof or any information with respect to the Property to any other person or entity. Additionally, notwithstanding the foregoing, Optionor may disclose information regarding the Property and/or this Agreement in order or subpoena of a court or governmental agency of competent jurisdiction, to provide publicity and press release materials for use in Optionor’s marketing materials for the Property; provided, however, that notice any such information so disclosed shall not include the details of receipt of such order any material or subpoena shall be immediately communicated to the Company telephonically and monetary terms set forth in writing, so that the Company shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive Optionee acknowledges and agrees that there are other parties with certain obligations or potential obligations for groundwater contamination remediation including AMD, Philips and TRW. Optionee shall cooperate with said parties in disclosing reasonable information regarding its plans and remediation experience and shall execute reasonable non-disclosure agreements as may also disclose be required by said parties in order to gain access to agreements and other information relating to remediation of the terms groundwater contamination under the Property. The obligations of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders Article 18 shall survive the Close of Escrow or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms termination of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited to the Company’s proxy statements where required, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement.

Confidentiality of Agreement. Executive (a) Associate agrees that he/she with respect to confidentiality, as of the date of this Agreement, Associate has not disclosed and will not disclose, disseminate, or publicize, disclose to or cause or permit to be discloseddisclosed to, disseminateddirectly or indirectly, any person including, but not limited to, members of the general public and representatives of the media, the existence of or publicized terms of this Agreement. Associate and the Company agree that confidentiality of this Agreement is mutually beneficial and Associate specifically prefers to keep this Agreement confidential. (b) As an exception to this provision, but subject to the terms of Paragraph 10 of this Agreement, it is understood that Associate may disclose information concerning the amount of the Separation Payment to Associate’s counsel, tax preparer, and to members of Associate’s immediate family; provided, however, that any and all such individuals are alerted to and agree to be bound by this restriction. (c) This Agreement shall not be filed with any court or agency, unless necessary to enforce either of their terms, and shall remain forever confidential as described in Paragraph 10 of this Agreement. Associate and the Company agree that this Agreement may be used only as evidence in a subsequent proceeding in which Associate or the Company and/or RELEASEE(S) allege a breach of this Agreement. Should any party file a claim or action to enforce the terms of this Agreement, subject such party shall seek the full protection of the applicable court or other forum to provide for and protect the confidentiality of this Agreement. (d) Should Associate be required by law, legal process or subpoena to provide information related either to Associate’s former employment at the Company or to anyone else’s ACTIVE/ 78077235.1 employment at the Company including its parent company and subsidiaries, Associate shall, in advance of providing any response to such law, legal process or subpoena, and within four (4) days of Associate’s receipt of notice of such law, legal process or subpoena, provide written notice by certified mail to the following exceptions onlycontact below (along with a copy sent by e-mail) of such law, legal process or subpoena such that RELEASEE(S) may seek to assert its or their rights and interests in connection therewith: Employment Counsel Primo Water Corporation 0000 Xxx Xxxxx Xxxx., Xxxxx 000 Tampa, FL 33607 (e) Should Associate be contacted by any person or entity seeking information or testimony in connection with Associate’s or any other individual’s assignment, work, duties, activities or employment at the Company (including knowledge that Associate came into possession of by virtue of or in connection with Associate’s work, duties activities or employment at the Company), Associate shall, prior to providing that information or testimony, to the extent lawfully permitted, advise the Company that such information or testimony is sought and cooperate with the Company and its counsel in connection with the request for such information or testimony. (f) Nothing in this Agreement shall prohibit or restrict Associate from: (i) providing information to or otherwise assisting in, an investigation by Congress, the extent necessary EEOC, the Securities and Exchange Commission (“SEC”) or any other Canadian (federal or provincial) or U.S. federal regulatory or law enforcement agency or self-regulatory organization (“SRO”); or (ii) testifying, participating, or assisting in a proceeding relating to represent an alleged violation of any Canadian (federal or provincial) or U.S. federal law relating to fraud or any rule or regulation of the SEC or any SRO. (g) Associate understands and agrees that should Associate (or Associate’s attorneys, tax preparer or any members of Associate’s immediate family) violate the confidentiality requirements set forth in Paragraph 10, Associate shall be deemed to have materially breached this Agreement, and Associate shall be responsible for liquidated damages in the amount of all monies paid by the Company pursuant to Paragraph 1 and the Company’s interests costs and expenses including, without limitation, the Company’s attorneys’ fees, in claims bringing an action to recover damages or litigation where the Company authorizes disclosure; (ii) to the extent necessary to report income to appropriate taxing authorities, provided any person to whom the information is disclosed shall also be bound by this confidentiality provision; (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdiction, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to the Company telephonically seek injunctive relief. Associate further understands and in writing, so agrees that the Company monetary relief referred to herein shall have an opportunity not be sufficient or adequate to intervene address damages occasioned by such breach and assert what rights it has to nondisclosure prior to Executive’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreement. Executive may also disclose the terms of this Agreement to his/her lawyers, accountants and financial advisers, and as required to lenders or lending institutions for consideration in applications for loans or credit. The Company agrees that, except on shall not be a business need-to-know basis, it will not disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, any of the terms of this Agreement. These obligations are subject to the following exceptions only (i) to the extent necessary to represent its interests in claims or litigation, (ii) to the extent necessary to comply with government reporting obligations, including but not limited bar to the Company’s proxy statements where requiredpursuit of any other relief including, (iii) in response to an order or subpoena of a court or governmental agency of competent jurisdictionbut not limited to, provided, however, that notice of receipt of such order or subpoena shall be immediately communicated to Executive telephonically injunctive and in writing so that Executive shall have an opportunity to intervene and assert what rights he/she has to nondisclosure prior to the Company’s response to such order or subpoena; (iv) to the extent necessary to enforce this Agreementequitable relief.