Common use of Reports to Government Entities Clause in Contracts

Reports to Government Entities. Nothing in this Agreement restricts or prohibits the Participant from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s right to receive any individual monetary relief from the Entities resulting from such claims or conduct, regardless of whether the Participant or another party has filed them, and in the event the Participant obtains such monetary relief, the Entities will be entitled to an offset against the award underlying this Agreement. This Agreement does not limit the Participant’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does not need the prior authorization of the Company to engage in conduct protected by this Section, and the Participant does not need to notify the Company that the Participant has engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement Agreement, including the Limit on Disclosures or Release of Claims clauses, restricts or prohibits the Participant you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s you are waiving your right to receive any individual monetary relief from the Entities Company or any others covered by the Release of Claims resulting from such claims or conduct, regardless of whether the Participant you or another party has filed them, and in the event the Participant obtains you obtain such monetary relief, relief the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the Participant’s your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does You do not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant does you do not need to notify the Company that the Participant has you have engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement restricts or prohibits the Participant from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s right to receive any individual monetary relief from the BPL Entities resulting from such claims or conduct, regardless of whether the Participant or another party has filed them, and in the event the Participant obtains such monetary relief, the BPL Entities will be entitled to an offset against the award underlying this AgreementPhantom Units. This Agreement does not limit the Participant’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant does not need to notify the Company that the Participant has engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the BPL Entities that is made by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement or the Severance Agreement restricts or prohibits the Participant you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s you are waiving your right to receive any individual monetary relief from the Entities Company, or any others covered by the Released Claims resulting from such claims or conduct, regardless of whether the Participant you or another party has filed them, and in the event the Participant obtains you obtain such monetary relief, relief the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the Participant’s your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does You do not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant does you do not need to notify the Company that the Participant has you have engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of the Entities its affiliates that is made by the Participant you (ia) 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, or (iib) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement Agreement, including the restrictive covenants incorporated herein or the “Confidentiality of this Agreement” clause, restricts or prohibits the Participant Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including but not limited to the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s right to receive any individual monetary relief from the Entities resulting from such claims or conduct, regardless of whether the Participant or another party has filed them, and in the event the Participant obtains such monetary relief, the Entities will be entitled to an offset against the award underlying this Agreement. This Agreement does not limit the Participant’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does not need the prior authorization of the Company to engage in conduct protected by this Section, and the Participant does not need to notify the Company that the Participant has engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant However, Executive is waiving his right to receive any individual monetary relief resulting from such claims, regardless of whether Executive or another party has filed them, and in the event Executive obtains such monetary relief the Company will be entitled to an offset for the payments made pursuant to this Agreement, except where such limitations are prohibited as a matter of law (e.g., under the Sxxxxxxx-Xxxxx Act of 2002, 18 U.S.C.A. §§ 1514A). Executive does not need the prior authorization of the Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents to the Defend Trade Secrets Act of 2016Regulators, or make any such reports or disclosures to the Regulators. Executive is not required to notify the Company that Executive has engaged in such communications with the Regulators. If the Executive is required by law or judicial order to disclose confidential information, other than to Regulators as described above, the Participant will not be held criminally Executive shall give prompt written notice to the Company so as to permit the Company the opportunity to limit or civilly liable under prevent any federal such disclosure and to obtain an order of protection or state trade secret law for confidentiality to protect its interests in the disclosure confidential information to the extent possible. Subject to the foregoing sentence, Executive may furnish that portion (and only that portion) of the trade secrets confidential information that Executive is legally compelled or is otherwise legally required to disclose; provided, however, that Executive provides such assistance as Company may reasonably request in obtaining such order or other relief. Executive recognizes and agrees that, in connection with any such activity outlined above, Executive must inform the Regulators, Executive’s attorney, a court or a government official that the information Executive is providing is confidential. Despite the foregoing, Executive is not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information Executive came to learn during the course of any of Executive’s employment with the Entities Company that is made protected from disclosure by any applicable privilege, including but not limited to the Participant (i) in confidence attorney-client privilege and/or attorney work product doctrine. The Company does not waive any applicable privileges or the right to a federalcontinue to protect its privileged attorney-client information, state, or local government official, either directly or indirectly, or to an attorneyattorney work product, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealprivileged information.

Reports to Government Entities. Nothing in this Agreement restricts or prohibits the Participant you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s you are waiving your right to receive any individual monetary relief from the Entities Company, or any others covered by the Released Claims resulting from such claims or conduct, regardless of whether the Participant you or another party has filed them, and in the event the Participant obtains you obtain such monetary relief, relief the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the Participant’s your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does You do not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant does you do not need to notify the Company that the Participant has you have engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of the Entities its affiliates that is made by the Participant you (ia) 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, or (iib) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement restricts or prohibits the Participant you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including without limitation, the U.S. Equal Employment Opportunity CommissionEEOC, the Department of Labor, the National Labor Relations Board, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Occupational Safety and Health Administration, the U.S. Congress, any other federal, state, or local government agency or commission, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state federal, state, or federal local law or regulation. However, You do not need the prior authorization of the Company to the maximum extent permitted engage in conduct protected by law, the Participant hereby waives the Participant’s right to receive any individual monetary relief from the Entities resulting from such claims or conduct, regardless of whether the Participant or another party has filed themthis Paragraph, and you do not need to notify the Company that you have engaged in the event the Participant obtains such monetary relief, the Entities will be entitled to an offset against the award underlying this Agreementconduct. This Agreement does not limit the Participant’s your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of the law. The Participant does not need However, to the prior authorization of maximum extent permitted by law, you are waiving your right to receive any individual monetary relief from the Company to engage or any other Company Releasee (as defined above in conduct protected by this SectionParagraph 3) resulting from the released claims, regardless of whether you or another party has filed them, and in the Participant does event you obtain such monetary relief the Company will be entitled to an offset for the payment made pursuant to this Agreement. You recognize and agree that, in connection with any such activity outlined above, you must inform the Regulators, your attorney, a court or a government official that the information you are providing is confidential. Despite the foregoing, you are not need permitted to notify reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information you came to learn during the course of your employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the Participant has engaged in such conductattorney-client privilege and/or attorney work product doctrine. The Participant is hereby notified Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement and Release, including the Confidentiality clause in Section 10 or the Non-Disparagement clause in Section 13, restricts or prohibits the Participant Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, the U.S. National Labor Relations Board, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the ParticipantEmployee is waiving Employee’s right to receive any individual monetary relief from the Entities Company Group or any of the Company Released Parties resulting from such claims or conduct, regardless of whether the Participant Employee or another party has filed them, and in the event the Participant Employee obtains such monetary relief, the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this AgreementAgreement and Release to the extent permitted by Code Section 409A (as defined below). This Agreement and Release does not limit the ParticipantEmployee’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant Employee does not need the prior authorization of the Company to engage in conduct protected by this SectionSection 11, and the Participant Employee does not need to notify the Company that the Participant Employee has engaged in any such conduct. The Participant is hereby notified Parties acknowledge 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant pursuant to the Defend Trade Secrets Act of 2016, the Participant will Employee shall not be held criminally subject to criminal or civilly liable civil liability under any federal or state trade secret law for the disclosure of the any Company Group trade secrets of any of the Entities that is made by the Participant secret: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and attorney in confidence solely for the purpose of reporting or investigating a suspected violation of law, or ; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing provided that any complaint or document containing the trade secret is made filed under seal; or (iii) to an attorney representing Employee in a lawsuit for retaliation by a member of the Company Group for reporting a suspected violation of law or to use the trade secret information in that court proceeding, provided that any document containing the trade secret is filed under seal and Employee does not disclose the trade secret, except pursuant to court order.

Reports to Government Entities. Nothing in this Agreement Agreement, including the Limit on Disclosures or Release of Claims clauses, restricts or prohibits the Participant you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s you are waiving your right to receive any individual monetary relief from the Entities Company or any others covered by the Release of Claims resulting from such claims or conduct, regardless of whether the Participant you or another party has filed them, and in the event the Participant obtains you obtain such monetary relief, the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the Participant’s your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does not need the prior authorization of the Company to engage in conduct protected by this Section, and the Participant does not need to notify the Company that the Participant has engaged in such conduct. The Participant is hereby notified 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 secrets 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act Non-Admission of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets Liability. Nothing in this Agreement is an admission of any of the Entities that is made wrongdoing, liability or unlawful activity by you or by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealCompany.

Reports to Government Entities. Nothing in this Agreement restricts or prohibits the Participant you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s you are waiving your right to receive any individual monetary relief from the Entities Company or any others covered by the Released Claims resulting from such claims or conduct, regardless of whether the Participant you or another party has filed them, and in the event the Participant obtains you obtain such monetary relief, relief the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the Participant’s your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does You do not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant does you do not need to notify the Company that the Participant has you have engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of the Entities its affiliates that is made by the Participant you (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. (a) Nothing in this Agreement Agreement, including the restrictive covenants incorporated herein or the “Confidentiality of this Agreement” clause, restricts or prohibits the Participant Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including but not limited to the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s Executive is waiving his right to receive any individual monetary relief from the Entities Company or any others covered by the Release resulting from such claims or conduct, regardless of whether the Participant Executive or another party has filed them, and in the event the Participant Executive obtains such monetary relief, relief the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the ParticipantExecutive’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant Executive does not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant Executive does not need to notify the Company that the Participant Executive has engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. (b) Executive recognizes and agrees that, in connection with any such activity outlined above, Executive must inform the Regulators, Executive’s attorney, a court or a government official that the information Executive is providing is confidential. Pursuant Despite the foregoing, Executive is not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information Executive came to learn during the course of Executive’s employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the Defend Trade Secrets Act of 2016attorney-client privilege and/or attorney work product doctrine. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorneyattorney work product, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealprivileged information.

Reports to Government Entities. Nothing in this Agreement restricts or prohibits the Participant you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s you are waiving your right to receive any individual monetary relief from the Entities Company or any others covered by the Released Claims resulting from such claims or conduct, regardless of whether the Participant you or another party has filed them, and in the event the Participant obtains you obtain such monetary relief, relief the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the Participant’s your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does You do not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant does you do not need to notify the Company that the Participant has you have engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of the Entities its affiliates that is made by the Participant you (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. To the extent required by law, the Company shall properly notify any Regulators about changes in management as contemplated in this Agreement.

Reports to Government Entities. Nothing in this Agreement restricts or prohibits the Participant you from initiating communications directly with, responding to any inquiries or complying with a subpoena from, providing testimony before, providing confidential information Confidential Information to, reporting possible violations of any law or regulation to, or from filing a claim claim, participating or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General of any agency (collectively, the “"Regulators”"), or from making other disclosures that are protected under the whistleblower provisions of state any federal, state, or federal local law or regulation. Further, nothing in this Agreement prohibits you from speaking with law enforcement, the New York State Division of Human Rights, a local commission on human rights, or an attorney retained by you. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s you are waiving your right to receive any individual monetary relief from the Entities Company or any other Releasee resulting from such claims or conduct, regardless of whether the Participant you or another party has filed them, and and, in the event the Participant obtains you obtain such monetary relief, the Entities Doc#: US1:15604729v23 Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the Participant’s your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does You do not need the prior authorization of the Company to engage in conduct protected by this Section, and the Participant does you do not need to notify the Company that the Participant has engaged you did engage in such conduct. The Participant Pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is hereby notified 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 (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. 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 attorneyattorney(s), a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. (a) Nothing in this Agreement Agreement, including the covenants incorporated herein or the “Confidentiality of this Agreement” clause, restricts or prohibits the Participant Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including but not limited to the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s Executive is waiving his right to receive any individual monetary relief from the Entities Company or any others covered by the Release resulting from such claims or conduct, regardless of whether the Participant Executive or another party has filed them, and in the event the Participant Executive obtains such monetary relief, relief the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the ParticipantExecutive’s right to receive an award from any Regulator that provides awards for providing DB1/ 120506350.4 information relating to a potential violation of law. The Participant Executive does not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant Executive does not need to notify the Company that the Participant Executive has engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. (b) Executive recognizes and agrees that, in connection with any such activity outlined above, Executive must inform the Regulators, Executive’s attorney, a court or a government official that the information Executive is providing is confidential. Pursuant Despite the foregoing, Executive is not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information Executive came to learn during the course of Executive’s employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the Defend Trade Secrets Act of 2016attorney-client privilege and/or attorney work product doctrine. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorneyattorney work product, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealprivileged information.

Reports to Government Entities. (a) Nothing in this Agreement Agreement, including the restrictive covenants incorporated herein or the “Confidentiality of this Agreement” clause, restricts or prohibits the Participant Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including but not limited to the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s Executive is waiving his right to receive any individual monetary relief from the Entities Company or any others covered by the Release of Claims resulting from such claims or conduct, regardless of whether the Participant Executive or another party has filed them, and in the event the Participant Executive obtains such monetary relief, relief the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the ParticipantExecutive’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant Executive does not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant Executive does not need to notify the Company that the Participant Executive has engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. (b) Executive recognizes and agrees that, in connection with any such activity outlined above, Executive must inform the Regulators, Executive’s attorney, a court or a government official that the information Executive is providing is confidential. Pursuant Despite the foregoing, Executive is not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information Executive came to learn during the course of Executive’s employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the Defend Trade Secrets Act of 2016attorney-client privilege and/or attorney work product doctrine. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorneyattorney work product, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealprivileged information.

Reports to Government Entities. Nothing in this Agreement restricts or prohibits the Participant Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-self- regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant Employee hereby waives the ParticipantEmployee’s right to receive any individual monetary relief from the Entities resulting from such claims or conduct, regardless of whether the Participant Employee or another party has filed them, and in the event the Participant Employee obtains such monetary relief, relief the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement General Release does not limit the ParticipantEmployee’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant Employee does not need the prior authorization of the Company to engage in conduct protected by this Section, and the Participant Employee does not need to notify the Company that the Participant Employee has engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of the Company or any of the Entities its affiliates that is made by the Participant Employee (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement Agreement, including the Release of Claims, Confidential Information, and Non-Disparagement clauses, restricts or prohibits the Participant Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity CommissionCommission ("EEOC"), the Department of LaborLabor (11 DOL"), the National Labor Relations BoardBoard ("NLRB"), the Department of JusticeJustice (11 DOJ"), the Securities and Exchange CommissionCommission ("SEC"), the Congress, and any agency Inspector General (collectively, the “"Regulators”"), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s right to receive any individual monetary relief from the Entities resulting from such claims or conduct, regardless of whether the Participant or another party has filed them, and in the event the Participant obtains such monetary relief, the Entities will be entitled to an offset against the award underlying this Agreement. This Agreement does not limit the Participant’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does not need the prior authorization of the Company to engage in conduct protected by this Section, and the Participant does not need to notify the Company that the Participant has engaged in such conduct. The Participant is hereby notified 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)(11833(b)(l) and 1833(b)(21833(b){2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant However, Employee is waiving Employee's right to receive any individual monetary relief resulting from such claims, regardless of whether Employee or another party has filed them, and in the event Employee obtains such monetary relief the Company will be entitled to an offset for the payments made pursuant to this Agreement, except where such limitations are prohibited as a matter of law {e.g., under the Sxxxxxxx-Xxxxx Xxx xx 0000, 00 X.X.X.X. § § 0000X). Employee does not need the prior authorization of the Company to engage in such communications, respond to such inquiries, provide confidential information or documents to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) in confidence to a federal, stateRegulators, or local government official, either directly make any such reports or indirectly, or disclosures to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) Regulators. Employee is not required to notify the Company that Employee has engaged in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealcommunications with the Regulators.

Reports to Government Entities. Nothing Notwithstanding any provisions of this Separation Agreement, including but not limited to those relating to pending actions and my Promise Not to Sue, Confidentiality, and Non-Disparagement, I understand that nothing in this Separation Agreement restricts or prohibits the Participant shall prevent me from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s I am waiving my right to receive any individual monetary relief from the Entities Company or the Released Parties resulting from such claims or conduct, regardless of whether the Participant I or another party has filed them, and in . In the event the Participant obtains that I obtain such monetary relief, the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Separation Agreement. This Separation Agreement does not limit the Participant’s my right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does I do not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant does I do not need to notify the Company that the Participant has you have engaged in such conduct. The Participant is hereby notified cond 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement and Release, including the Confidentiality of Agreement and Release clause, restricts or prohibits the Participant Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s Employee is waiving her right to receive any individual monetary relief from Company or any of the Entities Released Parties resulting from such claims or conduct, regardless of whether the Participant Employee or another party has filed them, and in the event the Participant Employee obtains such monetary relief, the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this AgreementAgreement and Release. This Agreement and Release does not limit the ParticipantEmployee’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant Employee does not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant Employee does not need to notify the Company that the Participant she has engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement Agreement, including Section 12, restricts or prohibits the Participant Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (each a “Regulator” and, collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives Executive is waiving the ParticipantExecutive’s right to receive any individual monetary relief from the Entities Corporation or any others covered by Section 8 (Executive Release of Claims) resulting from such claims or conduct, regardless of whether the Participant Executive or another party has filed them, and in the event the Participant Executive obtains such monetary relief, relief the Entities Corporation will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the ParticipantExecutive’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant Executive does not need the prior authorization of the Company Corporation to engage in conduct protected by this SectionSection 13, and the Participant Executive does not need to notify the Company Corporation that the Participant Executive has engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, Separation Agreement and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.Mutual Release 5

Reports to Government Entities. Nothing in this Agreement Agreement, including the Limit on Disclosures or Release of Claims clause, restricts or prohibits the Participant you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s you are waiving your right to receive any individual monetary relief from the Entities Company, the Employer or any others covered by the Release of Claims resulting from such claims or conduct, regardless of whether the Participant you or another party has filed them, and in the event the Participant obtains you obtain such monetary relief, the Entities Company and Employer will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the Participant’s your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does You do not need the prior authorization of the Company or the Employer to engage in conduct protected by this Sectionparagraph, and the Participant does you do not need to notify the Company or the Employer that the Participant has you have engaged in such conduct. The Participant is hereby notified 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 secrets to their attorneyattorneys, a courtcourts, or a government official officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement restricts the General Release or prohibits the Participant Settlement Class Release shall prohibit or restrict Named Plaintiffs or Non-Named Plaintiff Settlement Class Members from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s Named Plaintiffs and Qualified Claimants are releasing their right to receive any individual monetary relief from the Entities Settling Defendants resulting from such claims or conduct, regardless of whether the Participant they or another party has filed them, and in the event the Participant obtains they obtain such monetary relief, relief the Entities Settling Defendants will be entitled to an offset against for the award underlying this payments made pursuant to the Settlement Agreement. This Agreement The General Release or Qualified ClaimantRelease does not limit the Participant’s right Named Plaintiffs’ or Qualified Claimants' rights to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does Named Plaintiffs or Qualified Claimants do not need the prior authorization of the Company Settling Defendants to engage in conduct protected by this Sectionparagraph, and the Participant does will not need to notify the Company Settling Defendants that the Participant has they have engaged in such conduct. The Participant is hereby notified that federal 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement and Release, including the No Filing of Lawsuit or Other Claim clause in Section 6, the Confidentiality of Agreement and Release clause in Section 8 or the Non-Disparagement clause in Section 10, restricts or prohibits the Participant Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, the U.S. National Labor Relations Board, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation, or from engaging in any protected rights Employee may have under Section 7 of the National Labor Relations Act. However, to the maximum extent permitted by law, the Participant hereby waives the ParticipantEmployee is waiving Employee’s right to receive any individual monetary relief from the Entities Company or any of the Released Parties resulting from such claims or conduct, regardless of whether the Participant Employee or another party has filed them, and in the event the Participant Employee obtains such monetary relief, the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this AgreementAgreement and Release. This Agreement and Release does not limit the ParticipantEmployee’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant Employee does not need the prior authorization of the Company to engage in conduct protected by this SectionSection 9, and the Participant Employee does not need to notify the Company that the Participant Employee has engaged in any such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will Employee shall not be held criminally subject to criminal or civilly liable civil liability under any federal Federal or state State trade secret law for the disclosure of the any Company trade secrets of any of the Entities that is made by the Participant secret: (i) in confidence to a federalFederal, state, State or local government official, either directly or indirectly, or to an attorney, and attorney in confidence solely for the purpose of reporting or investigating a suspected violation of law, or ; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing provided that any complaint or document containing the trade secret is made filed under seal; or (iii) to an attorney representing Employee in a lawsuit for retaliation by the Company for reporting a suspected violation of law or to use the trade secret information in that court proceeding, provided that any document containing the trade secret is filed under seal and Employee does not disclose the trade secret, except pursuant to court order.

Reports to Government Entities. Nothing in this Agreement Agreement, including the release clauses, restricts or prohibits the Participant Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange CommissionSEC, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s Employee is waiving her right to receive any individual monetary relief from Employer or any others covered by the Entities release of claims resulting from such claims or conduct, regardless of whether the Participant Employee or another party has filed them, and in the event the Participant Employee obtains such monetary reliefrelief from the Employer or any others covered by the release of claims, the Entities Employer will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the ParticipantEmployee’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant Employee does not need the prior authorization of the Company Employer to engage in conduct protected by this Sectionparagraph, and the Participant Employee does not need to notify the Company Employer that the Participant Employee has engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Reports to Government Entities. Nothing in this Agreement Agreement, including the Limit on Disclosures or Release of Claims clause, restricts or prohibits the Participant you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s you are waiving your right to receive any individual monetary relief from the Entities Company or any others covered by the Release of Claims resulting from such claims or conduct, regardless of whether the Participant you or another party has filed them, and in the event the Participant obtains you obtain such monetary relief, the Entities Company will be entitled to an offset against for the award underlying payments made pursuant to this Agreement. This Agreement does not limit the Participant’s your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does You do not need the prior authorization of the Company to engage in conduct protected by this Sectionparagraph, and the Participant does you do not need to notify the Company that the Participant has you have engaged in such conduct. The Participant is hereby notified 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 secrets to their attorneyattorneys, a courtcourts, or a government official officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act Non admission of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets Liability. Nothing in this Agreement is an admission of any of the Entities that is made wrongdoing, liability or unlawful activity by you or by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealCompany.

Reports to Government Entities. Nothing in the Retention Agreement or this Agreement Release, including the release clauses, restricts or prohibits the Participant Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, the Participant hereby waives the Participant’s Employee is waiving her right to receive any individual monetary relief from Employer or any others covered by the Entities release of claims resulting from such claims or conduct, regardless of whether the Participant Employee or another party has filed them, and in the event the Participant Employee obtains such monetary reliefrelief from Employer or any others covered by the release of claims, the Entities Employer will be entitled to an offset against for the award underlying payments made pursuant to the Retention Agreement and this AgreementRelease. This The Retention Agreement does and this Release do not limit the ParticipantEmployee’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant Employee does not need the prior authorization of the Company Employer to engage in conduct protected by this Sectionparagraph, and the Participant Employee does not need to notify the Company Employer that the Participant Employee has engaged in such conduct. The Participant is hereby notified 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 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Pursuant to the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the trade secrets of any of the Entities that is made by the Participant (i) 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, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.