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 to 18 U.S.C. §1833(b)Notwithstanding the foregoing, Executive will other than events expressly contemplated by this Agreement, you do not waive or release rights or Claims that may arise from events that occur after the date this Release is executed. Also excluded from this Agreement are any Claims which cannot 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 waived by the Company for reporting a suspected violation of law, Executive including, without limitation, any rights you 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 have under seal and (2) does not disclose the trade secret, except pursuant to court orderapplicable workers’ compensation laws. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) shall prevent you from filing, cooperating with, or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing participating in this Agreement any proceeding 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”), investigation before the Equal Employment Opportunity Commission, the New York State Division California Department of Human RightsFair Employment and Housing, the United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local commission on human rightsagency (“Government Agencies”), or exercising any self-regulatory organization, regarding possible violations rights pursuant to Section 7 of lawthe National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including criminal conduct and unlawful employment practicesproviding documents or other information, in each case without advance notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, (III) recovering you understand and agree that you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a SEC whistleblower award as provided under Section 21F class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Exchange ActCompany Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company; however, (IV) disclosing any information (including proprietary information) to a court or other administrative or legislative body in response to a subpoenait does waive, court order or written request (with advance notice to release and forever discharge Claims existing as of the Company prior date you execute this Agreement pursuant to any such disclosure to the extent legally permitted), (V) filing plan 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 Companyagreement.

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 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, Executive will 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 Notwithstanding the foregoing, in this Agreement is intended accordance with the standards set forth in 17 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, disclose information to a government agency, including agency to the Securities and Exchange Commission (“SEC”extent permitted under 17 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.

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.