Common use of Protected Activities Clause in Contracts

Protected Activities. Pursuant to 18 U.S.C. §1833(b), Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to Executive’s attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding if Executive (1) files any document containing the trade secret under seal and (2) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement between the Company and Executive shall prohibit or restrict Executive from (I) voluntarily communicating with an attorney retained by Executive, (II) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, the New York State Division of Human Rights, or any other state or local commission on human rights, or any self-regulatory organization, regarding possible violations of law, including criminal conduct and unlawful employment practices, in each case without advance notice to the Company, (III) recovering a SEC whistleblower award as provided under Section 21F of the Exchange Act, (IV) disclosing any information (including proprietary information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted), (V) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive is entitled or (VI) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Company.

Protected Activities. Pursuant Notwithstanding anything herein to 18 U.S.C. §1833(bthe contrary, nothing in this Agreement or the Confidentiality Agreement shall (a) prohibit Executive from filing a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other comparable federal agency, state agency or securities regulatory body (the “Government Agencies”); (b) prohibit Executive from reporting possible violations of law to an appropriate Government Agency in a confidential manner without notice to the Company as authorized in any whistleblower protection provisions of any federal or state law or regulation; (c) communicating directly with any governmental, law enforcement, regulatory or self-regulatory body; or (d) limit Executive’s lawful opportunity to cooperate with or participate in any administrative proceeding or investigation that may be conducted by a Government Agency. With respect to any information disclosed pursuant to this protected activity exception that may constitute confidential or proprietary information, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure to any parties other than the relevant agency or authority. Except as prohibited by applicable law, rule, or regulation, the payments paid to pursuant to this Agreement will be the sole monetary relief available to Executive, and Executive will not be entitled to recover, and agrees to waive, any additional personal monetary relief that may be sought from or awarded against the Company in the future without regard to who filed or brought such claim. However, this Agreement does not waive Executive’s right to receive an award for original information from any Government Agency, including but not limited to any such award pursuant to Section 21F of the Securities Exchange Act of 1934. Further, Executive’s participation in an investigation or other legal matter may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or civilly liable under any federal Federal or state State trade secret law for the disclosure of a trade secret of the Company that that: (i) is made (A) in confidence to a federalFederal, stateState, or local government official, either directly or indirectly, or to Executive’s an attorney, ; and (B) made solely for the purpose of reporting or investigating a suspected violation of law; or or, (ii) is made in a complaint or other document that if such filing is filed under seal in a lawsuit or other proceedingso that it is not made public. Executive understands that if Executive files Also, an individual who pursues a lawsuit for retaliation by the Company an employer for reporting a suspected violation of law, Executive the law may disclose the trade secret to Executive’s the attorney of the individual and use the trade secret information in the court proceeding proceeding, if Executive (1) the individual files any document containing the trade secret under seal seal, and (2) does not disclose the trade secret, except pursuant to as permitted by court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement between the Company and Executive shall prohibit or restrict Executive from (I) voluntarily communicating with an attorney retained by Executive, (II) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, the New York State Division of Human Rights, or any other state or local commission on human rights, or any self-regulatory organization, regarding possible violations of law, including criminal conduct and unlawful employment practices, in each case without advance notice to the Company, (III) recovering a SEC whistleblower award as provided under Section 21F of the Exchange Act, (IV) disclosing any information (including proprietary information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted), (V) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive is entitled or (VI) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Company.

Protected Activities. Pursuant to 18 U.S.C. §§ 1833(b), Executive Employee understands that Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (i) is made (Aa) in confidence to a federal, state, or local government official, either directly or indirectly, or to ExecutiveEmployee’s attorney, attorney and (Bb) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive Employee understands that if Executive Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive Employee may disclose the trade secret to ExecutiveEmployee’s attorney and use the trade secret information in the court proceeding if Executive Employee (1A) files any document containing the trade secret under seal seal, and (2B) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement agreement or any other agreement between Employee may have with the Company and Executive shall prohibit or restrict Executive Employee from (Ii) voluntarily communicating with an attorney retained by ExecutiveEmployee, (IIii) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, the New York State Division of Human Rights, or any other state or local commission on human rights, or any self-regulatory organization, organization regarding possible violations of law, including criminal conduct and unlawful employment practices, in each case without advance notice to the Company, (IIIiii) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange ActAct of 1934, (IViv) disclosing any information (including proprietary confidential information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted), (V) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive is entitled or (VIv) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Company.

Protected Activities. Pursuant Executive and the Company each acknowledge and agree that nothing in this Agreement shall be applied to 18 U.S.C. §1833(b)limit or interfere with Executive’s right, without notice to or authorization of the Company, to communicate and cooperate in good faith with a Government Agency for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Agency. For purposes of this Agreement, “Government Agency” means 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. Executive understands that Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (i) is made (Aa) in confidence to a federal, state, or local government official, either directly or indirectly, or to Executive’s an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or , (iib) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that , if such filing is made under seal; or (c) in court proceedings if Executive files a lawsuit for retaliation by the Company an employer for reporting a suspected violation of law, Executive may disclose the trade secret or to Executive’s attorney and use the trade secret information in the court proceeding if such lawsuit, provided that Executive (1) files must file any document containing the trade secret under seal seal, and (2) does Executive may not disclose the trade secret, except pursuant to court order. Nothing However, Executive is not authorized to make any disclosures as to which the Company may assert protection from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company. The disclosures and actions protected in this Agreement is intended Section 17 are referred to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement between the Company and Executive shall prohibit or restrict Executive from (I) voluntarily communicating with an attorney retained by Executive, (II) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (herein as “SECProtected Activities.”), the Equal Employment Opportunity Commission, the New York State Division of Human Rights, or any other state or local commission on human rights, or any self-regulatory organization, regarding possible violations of law, including criminal conduct and unlawful employment practices, in each case without advance notice to the Company, (III) recovering a SEC whistleblower award as provided under Section 21F of the Exchange Act, (IV) disclosing any information (including proprietary information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted), (V) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive is entitled or (VI) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Company.

Protected Activities. (a) Nothing in this Appendix A shall prohibit or impede Participant from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a “Governmental Entity”), including, but not limited to, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, Inc., the Equal Employment Opportunity Commission, or the National Labor Relations Board, or from making other disclosures to any Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state, or local law or regulation; provided, that in each case, such communications and disclosures are consistent with applicable law. Pursuant to 18 U.S.C. §1833(b), Executive will Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret of the Company that (i) is made (Ai) in confidence to a U.S. federal, state, or local government official, either directly or indirectly, official or to Executive’s attorney, and (B) an attorney solely for the purpose of reporting or investigating a suspected violation of law; , or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. Executive understands that if Executive An individual who files a lawsuit for retaliation by the Company an employer for reporting a suspected violation of law, Executive law may disclose the trade secret to Executive’s the attorney of the individual and use the trade secret information in the court proceeding proceeding, if Executive (1) the individual files any document containing the trade secret under seal seal, and (2) does not disclose the trade secret, except pursuant to court order. Nothing Moreover, Participant shall not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. (b) Except as otherwise provided in Section 3(a) of this Agreement Appendix A or under applicable law, under no circumstance is intended Participant authorized to conflict with 18 U.S.C. §1833(b) disclose any information covered by the Company’s or create liability for disclosures of its affiliates’ attorney-client privilege or attorney work product or the Company’s trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement between without the Company and Executive shall prohibit or restrict Executive from (I) voluntarily communicating with an attorney retained by Executive, (II) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, the New York State Division prior written consent of Human Rights, or any other state or local commission on human rights, or any self-regulatory organization, regarding possible violations of law, including criminal conduct and unlawful employment practices, in each case without advance notice to the Company, (III) recovering a SEC whistleblower award as provided under Section 21F of the Exchange Act, (IV) disclosing any information (including proprietary information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted), (V) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive is entitled or (VI) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Company.

Protected Activities. Pursuant You acknowledge that neither this Agreement nor any other agreement or policy of the Company or its Affiliates shall be construed or applied in a manner which limits or interferes with your right, without notice to 18 U.S.C. §1833(b)or authorization of the Company and/or its Affiliates, Executive will to communicate and cooperate in good faith with a Government Agency for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Agency. Additionally, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (i) is made (Aa) in confidence to a federal, state, or local government official, either directly or indirectly, or to Executive’s an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or , (iib) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that , if Executive files such filing is made under seal; or (c) in court proceedings if you file a lawsuit for retaliation by the Company an employer for reporting a suspected violation of law, Executive may disclose the trade secret or to Executive’s your attorney and use the trade secret information in the court proceeding if Executive (1) files such lawsuit, provided that you must file any document containing the trade secret under seal seal, and (2) does you may not disclose the trade secret, except pursuant to court order. Nothing The activities or disclosures described in this Section 7 shall be referred to in this Agreement is intended as “Protected Activities.” Notwithstanding the foregoing, in accordance with the standards set forth in 29 C.F.R. § 240.21F-4(b)(4), you shall not be authorized to conflict with 18 U.S.C. §1833(b) or create liability for make any disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement between as to which the Company and Executive shall prohibit and/or its Affiliates may reasonably assert protections from disclosure under the attorney-client privilege or restrict Executive the attorney work product doctrine, without prior written consent of an authorized officer designated by the Company, provided, however, that you may, without authorization from (I) voluntarily communicating with an attorney retained by Executivethe Company, (II) voluntarily communicating with any law enforcement, government agency, including disclose information to a Government Agency to the Securities and Exchange Commission (“SEC”extent permitted under 29 C.F.R. § 205.3(d)(2), the Equal Employment Opportunity Commission, the New York State Division of Human Rightsapplicable state attorney conduct rules, or any other state law or local commission on human rights, or any self-regulatory organization, regarding possible violations regulation permitting disclosure of law, including criminal conduct and unlawful employment practices, in each case without advance notice to the Company, (III) recovering a SEC whistleblower award as provided under Section 21F of the Exchange Act, (IV) disclosing any information (including proprietary information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted), (V) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive is entitled or (VI) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Companyotherwise privileged communications.