Common use of Permitted Conduct Clause in Contracts

Permitted Conduct. Notwithstanding the foregoing restrictions, nothing in this Agreement shall (i) prohibit the Executive from owning a five (5%) percent or smaller interest in any corporation required to file period reports with the United States Securities and Exchange Commission, so long as the Executive performs no services or lends any assistance to such corporation during the Term; (ii) deny the Executive the right to disclose information about unlawful acts in the workplace, including, but not limited to, sexual harassment; (iii) prohibit the Executive from providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal or state regulatory or law enforcement agency or legislative body, or any self-regulatory organization or filing, testifying, participating in, or otherwise assisting in a proceeding relating to an alleged violation of any federal, state, or municipal law relating to fraud, whistleblowing or any rule or regulation of the Securities and Exchange Commission or other self-regulatory organization; (iv) prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any disclosure of information required by process of law; or (vi) pursuant to the Defend Trade Secrets Act of 2016, prevent the Executive from disclosing trade secrets where the disclosure is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (z) to an attorney for use in a court proceeding in connection with a lawsuit against the employer for retaliation for reporting a suspected violation of law if the information is filed under seal and not disclosed except pursuant to court order.

Permitted Conduct. Notwithstanding the foregoing restrictions, nothing in this Agreement shall (i) prohibit the Executive from owning a five (5%) percent or smaller interest in any corporation required to file period reports with the United States Securities and Exchange Commission, so long as the Executive performs no services or lends any assistance to such corporation during the Term; (ii) deny the Executive the right to disclose information about unlawful acts in the workplace, including, but not limited to, sexual harassment; (iii) prohibit the Executive from providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal or state regulatory or law enforcement agency or legislative body, or any self-regulatory organization or filing, testifying, participating in, or otherwise assisting in a proceeding relating to an alleged violation of any federal, state, or municipal law relating to fraud, whistleblowing or any rule or regulation of the Securities and Exchange Commission or other self-regulatory organization; (iv) prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any disclosure of information required by process of law; or (vi) pursuant to the Defend Trade Secrets Act of 2016, prevent the Executive from disclosing trade secrets where the disclosure is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (z) to an attorney for use in a court proceeding in connection with a lawsuit against the employer for retaliation for reporting a suspected violation of law if the information is filed under seal and not disclosed except pursuant to court order.order.1

Permitted Conduct. Notwithstanding the foregoing restrictions, nothing Nothing in this Agreement (including Exhibit A attached hereto) shall (i) prohibit the or restrict Executive from owning initiating communications directly with, responding to any inquiry from, providing testimony before, providing information to, reporting possible violations of law or regulation to, or filing a five (5%) percent claim or smaller interest in any corporation required to file period reports assisting with an investigation directly with a self-regulatory organization or a government agency or entity, including the United States Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, so long as the Executive performs no services Congress, any agency Inspector General or lends any assistance to such corporation during the Term; (ii) deny the Executive the right to disclose information about unlawful acts in the workplaceother federal, including, but not limited to, sexual harassment; (iii) prohibit the Executive from providing information tostate or local regulatory authority, or testifying from making other disclosures that are protected under the whistleblower provisions of state or otherwise assisting federal law or regulation. Nor does this Agreement (including Exhibit A attached hereto) require Executive to obtain prior authorization from the Company before engaging in any investigation or proceeding brought by, any federal or state regulatory or law enforcement agency or legislative body, or any self-regulatory organization or filing, testifying, participating in, or otherwise assisting conduct described in a proceeding relating to an alleged violation of any federal, state, or municipal law relating to fraud, whistleblowing or any rule or regulation of the Securities and Exchange Commission or other self-regulatory organization; (iv) prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any disclosure of information required by process of law; or (vi) pursuant to the Defend Trade Secrets Act of 2016, prevent the Executive from disclosing trade secrets where the disclosure is made: (x) in confidence to a federal, state, or local government official, either directly or indirectlythis Section 7, or to an notify the Company that Executive has engaged in any such conduct. Executive acknowledges and agrees, however, that, to the fullest extent permitted by law, Executive is waiving and releasing any claim or right to recover from the Company any monetary damages or any other form of personal relief based on any claim, charge, complaint or action against the Company covered by the general release of claims set forth in the Agreement (including Exhibit A hereto). Nothing in this Agreement (including Exhibit A attached hereto) is intended to or shall prevent, impede or interfere with Executive’s non-waivable right to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and solely for 1833(b)(2), related to the purpose of reporting or investigating investigation of a suspected violation of the law; (y) in a complaint , or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (z) to an attorney for use in a court proceeding in connection with a lawsuit against the employer for retaliation for reporting a suspected violation of law if the information is filed under seal and not disclosed except pursuant to court orderlaw.

Permitted Conduct. Notwithstanding the foregoing restrictions, nothing Nothing in this Agreement or its exhibits shall prohibit or restrict the Company or you from lawfully (iA) prohibit the Executive from owning a five (5%) percent or smaller interest in any corporation required to file period reports with the United States Securities and Exchange Commissioninitiating communications directly with, so long as the Executive performs no services or lends any assistance to such corporation during the Term; (ii) deny the Executive the right to disclose information about unlawful acts in the workplacecooperating with, including, but not limited to, sexual harassment; (iii) prohibit the Executive from providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal or state regulatory or law enforcement agency or legislative body, or any self-regulatory organization or filing, testifying, participating incausing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a proceeding relating to an alleged possible violation of any federallaw; (B) responding to any inquiry or legal process directed to you individually (and not directed to the Company and/or its subsidiaries) or to the Company from any such Governmental Authorities; (C) testifying, stateparticipating, or municipal law otherwise assisting in an action or proceeding by any such Governmental Authorities relating to fraud, whistleblowing or any rule or regulation of the Securities and Exchange Commission or other self-regulatory organization; (iv) prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any disclosure of information required by process a possible violation of law; or (viD) making any disclosures to the SEC or other Governmental Authority or as may be protected under the whistleblower provisions of any applicable law. You may also disclose the requirements of Paragraph 11 to a future employer. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, prevent the Executive from disclosing you shall not be held criminally or civilly liable under any federal or state trade secrets where secret law for the disclosure is madeof a trade secret that: (xa) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (yb) is made to your attorney in relation to a lawsuit for retaliation against you for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; . Nor does this Agreement require you to obtain prior authorization from the Company before engaging in any conduct described in this Paragraph, or (z) to an attorney for use notify the Company that you have engaged in a court proceeding any such conduct. This Agreement also does not require the Company to obtain prior authorization from you before engaging in connection with a lawsuit against any conduct described in this Paragraph, or to notify you that the employer for retaliation for reporting a suspected violation of law if the information is filed under seal and not disclosed except pursuant to court orderCompany has engaged in any such conduct.

Permitted Conduct. Notwithstanding the foregoing restrictions, nothing Nothing in this Agreement shall prohibit or restrict Executive, the Company, or their respective attorneys from: (i) prohibit the Executive from owning filing a five (5%) percent charge or smaller interest in any corporation required to file period reports with the United States Securities and Exchange Commission, so long as the Executive performs no services or lends any assistance to such corporation during the Term; (ii) deny the Executive the right to disclose information about unlawful acts in the workplace, including, but not limited to, sexual harassment; (iii) prohibit the Executive from providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal or state regulatory or law enforcement agency or legislative body, or any self-regulatory organization or filing, testifying, participating in, or otherwise assisting in a proceeding relating to an alleged violation of any federal, state, or municipal law relating to fraud, whistleblowing or any rule or regulation of the Securities and Exchange Commission or other self-regulatory organization; (iv) prohibit the Executive from filing an administrative charge complaint with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any disclosure of information required by process of law; or (vi) pursuant to the Defend Trade Secrets Act of 2016, prevent the Executive from disclosing trade secrets where the disclosure is made: (x) in confidence to a similar federal, state, or local government official, either directly or indirectlyagency, or participating or providing information in connection with any investigation or proceeding conducted by the EEOC or other government agency or self-regulatory body, except that if Executive files a charge or participates in any such investigation or proceeding, Executive acknowledges and agrees that Executive will not be able to recover monetary damages or personal relief of any kind from the Released Parties from any charge or proceeding with respect to the claims waived in this Agreement; (ii) otherwise initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an attorneyinvestigation by the Securities and Exchange Commission (“SEC”), and solely for Financial Industry Regulatory Authority, the purpose Department of reporting Justice, the EEOC, Congress, any agency of the Inspector General, or investigating other governmental or regulatory agency, entity, or official(s) or self-regulatory organization (collectively, the “Governmental Authorities”) regarding a suspected possible violation of any law, rule, or regulation; (iii) responding to any inquiry or legal process directed to Executive individually from any such Governmental Authorities, including an inquiry about the existence of this Agreement or its underlying facts or circumstances; (iv) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (zv) making any other disclosures that are protected under the whistleblower provisions of any applicable law, rule, or regulation. Nothing in this Agreement or elsewhere shall require Executive to an attorney for use obtain prior authorization from the Company before engaging in a court proceeding any conduct described in connection with a lawsuit against this paragraph, or to notify the employer for retaliation for reporting a suspected violation of law if the information is filed under seal and not disclosed except pursuant to court orderCompany that Executive has engaged in any such conduct.

Permitted Conduct. Notwithstanding the foregoing restrictionsSubject to any applicable privileges of NYSNA, nothing in this Agreement shall prohibit or restrict Furillo from: (i) prohibit the Executive from owning participating in or cooperating with, or providing truthful testimony in, any charge, action, investigation, or proceeding before, or filing a five (5%) percent charge or smaller interest in any corporation required to file period reports with the United States Securities and Exchange Commissioncomplaint with, so long as the Executive performs no services or lends any assistance to such corporation during the Term; (ii) deny the Executive the right to disclose information about unlawful acts in the workplace, including, but not limited to, sexual harassment; (iii) prohibit the Executive from providing non-privileged information to, or testifying or otherwise assisting in any investigation or proceeding brought byself-regulatory organization, any federal or state regulatory or law enforcement agency governmental agency, or legislative body, or any self-regulatory organization or filingincluding the Equal Employment Opportunity Commission, testifyingthe National Labor Relations Board, participating inthe Occupational Safety and Health Administration, or otherwise assisting in a proceeding relating to an alleged violation of any federal, state, or municipal law relating to fraud, whistleblowing or any rule or regulation of the Securities and Exchange Commission or any other self-regulatory organizationfederal, state or local governmental agency or commission (collectively, “Governmental Agencies”), provided that, to the extent permitted by law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents, Xxxxxxx will give prompt written notice to NYSNA so as to permit NYSNA to protect its interests in confidentiality to the fullest extent possible; (ivii) prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any a report or disclosure of non-privileged information required by process that is protected under the whistleblower provisions of lawstate or federal law or regulation to any Governmental Agencies; or (viiii) pursuant to the Defend Trade Secrets Act of 2016, prevent the Executive from disclosing a trade secrets secret (a) where the disclosure is made: (x) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, attorney and solely for the purpose of reporting or investigating a suspected violation of law; law or (yb) where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; . For purposes of clarity, this Agreement does not limit Furillo’s ability to communicate with any Governmental Agencies or (z) otherwise participate in any investigation or proceeding that may be conducted by any Governmental Agency, including providing documents or other information, without notice to an attorney for use in a court proceeding in connection with a lawsuit against the employer for retaliation for reporting a suspected violation of law if the information is filed under seal and not disclosed except pursuant to court orderNYSNA.

Permitted Conduct. Notwithstanding the foregoing restrictions, nothing Nothing in this Agreement (including its exhibits) shall prohibit or restrict Employee from lawfully (iA) prohibit the Executive from owning initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, "Governmental Authorities") regarding a five (5%) percent or smaller interest in possible violation of any corporation required to file period reports with the United States Securities and Exchange Commission, so long as the Executive performs no services or lends any assistance to such corporation during the Termlaw; (iiB) deny responding to any inquiry or legal process directed to Employee individually (and not directed to the Executive Company and/or its subsidiaries) from any such Governmental Authorities; (C) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (D) making any other disclosures that are protected under the right to disclose information about unlawful acts in the workplacewhistleblower provisions of any applicable law, including, but not limited to, sexual harassment; (iii) prohibit the Executive from providing information to, to responding to any inquiry about this Agreement or testifying or otherwise assisting in any investigation or proceeding brought by, any federal or state regulatory or law enforcement agency or legislative body, or any self-regulatory organization or filing, testifying, participating in, or otherwise assisting in a proceeding relating to an alleged violation of any federal, state, or municipal law relating to fraud, whistleblowing or any rule or regulation of Employee's employment by the Securities and Exchange Commission Commission, or any other regulatory or self-regulatory organization; (iv) prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any disclosure of information required by process of law; or (vi) . Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, prevent the Executive from disclosing Employee shall not be held criminally or civilly liable under any federal or state trade secrets where secret law for the disclosure is madeof a trade secret that: (xa) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (yb) is made to Employee's attorney in relation to a lawsuit for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; . Nor does this Agreement require Employee to obtain prior authorization from the Company before engaging in any conduct described in this paragraph, or (z) to an attorney for use notify the Company that Employee has engaged in a court proceeding in connection with a lawsuit against the employer for retaliation for reporting a suspected violation of law if the information is filed under seal and not disclosed except pursuant to court orderany such conduct.

Permitted Conduct. Notwithstanding the foregoing restrictions, nothing Nothing in this Agreement or Exhibit B (as applicable) shall prohibit or restrict the Company or you from lawfully (iA) prohibit the Executive from owning a five (5%) percent or smaller interest in any corporation required to file period reports with the United States Securities and Exchange Commissioninitiating communications directly with, so long as the Executive performs no services or lends any assistance to such corporation during the Term; (ii) deny the Executive the right to disclose information about unlawful acts in the workplacecooperating with, including, but not limited to, sexual harassment; (iii) prohibit the Executive from providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal or state regulatory or law enforcement agency or legislative body, or any self-regulatory organization or filing, testifying, participating incausing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a proceeding relating to an alleged possible violation of any federallaw; (B) responding to any inquiry or legal process directed to you individually (and not directed to the Company and/or its subsidiaries) or to the Company from any such Governmental Authorities; (C) testifying, stateparticipating, or municipal law otherwise assisting in an action or proceeding by any such Governmental Authorities relating to fraud, whistleblowing or any rule or regulation of the Securities and Exchange Commission or other self-regulatory organization; (iv) prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any disclosure of information required by process a possible violation of law; or (viD) making any other disclosures that are required by law or protected under the whistleblower provisions of any applicable law. You may also disclose the requirements of Paragraph 8 to a future employer. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, prevent the Executive from disclosing you shall not be held criminally or civilly liable under any federal or state trade secrets where secret law for the disclosure is madeof a trade secret that: (xa) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (yb) is made to your attorney in relation to a lawsuit for retaliation against you for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; . Nor does this Agreement require you to obtain prior authorization from the Company before engaging in any conduct described in this paragraph, or (z) to notify the Company that you have engaged in any such conduct. Nor does this Agreement require the Company to obtain prior authorization from you before engaging in any conduct described in this paragraph, or to notify you that the Company has engaged in any such conduct. Other than as provided in Paragraph 3(c), nothing in this Agreement shall prohibit you from receiving an attorney award for use information provided to any government agency in a court proceeding in connection accordance with a lawsuit against the employer for retaliation for reporting a suspected violation of law if the information is filed under seal and not disclosed except pursuant to court orderthis Paragraph.