Common use of Mutual Non-Disparagement Clause in Contracts

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, “Representatives”), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives (including any current officer or director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this section, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the applicable PartyCompany not supported by the Starboard Appointee (“Opposition Statements”) shall not be deemed to be a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply); provided thatprovided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with respect to any litigation, arbitration or other proceeding between the Parties, nothing a statement similar in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party Parties or such other Party’s Representatives Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Parties, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided thatstockholders, with respect to any litigationagents, arbitration attorneys or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceedingrepresentatives. This Section 5 shall not (i) limit the power ability of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit law. Notwithstanding the foregoing, nothing in this Section 13 shall be deemed to prevent any Party’s ability to comply Party from complying with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party Party from whom information is sought, provided that, solely in the case of any disclosure that is proposed or required to appear in any required disclosure relating thereto, such Party must provide written notice, to the extent legally permissible and practicable under the circumstances, to the other Party prior to making any such public disclosure and reasonably consider any comments of such other Party.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)shareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders shareholders, agents, attorneys or representatives; provided, however, if the Starboard Appointee is a Starboard partner or employee, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the applicable PartyCompany not supported by the Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any of the Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (“Opposition Statements”); provided that, with respect shall not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company shall prevent either Party from disclosing any facts or circumstances be permitted to publicly respond with respect a statement similar in scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 13, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), way publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party Parties or such other Party’s Representatives Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Parties, their products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives. For purposes of the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect 13, the New Appointees (or, if applicable, the Replacement Director(s)) will not be deemed to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director be an affiliate of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law Starboard and (ii) limit no actions taken by any Party’s ability to comply with any subpoena director, agent or other legal process or respond to representative of a request for information from Party in any governmental authority with jurisdiction over capacity other than as a representative of, and at the party from whom information is soughtdirection of, such Party will be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the applicable PartyCompany not supported by the Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any of the Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (“Opposition Statements”), if and only if such Starboard Appointee is a Starboard partner, shall not be deemed to be a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply); provided thatprovided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with respect to any litigation, arbitration or other proceeding between the Parties, nothing a statement similar in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party Parties or such other Party’s Representatives Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Parties, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives, provided, any objective business criticism regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the applicable Party); provided thatCompany not supported by Xx. Xxxx (or any Starboard Replacement Director who is an employee of Starboard) that does not criticize, with respect disparage, call into disrepute or otherwise defame or slander any of the Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (“Opposition Statements”) shall not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply), except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company shall prevent either Party from disclosing any facts or circumstances be permitted to publicly respond with respect a statement similar in scope to any such litigation, arbitration or other proceedingOpposition Statement. This Section 5 12 shall not (i) limit the power ability of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtlaw.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Periodterm of this Agreement or, neither Party nor if earlier, until such time as any member of Engine Group or any of its the New Appointees (or any Replacement Appointee(s) thereof) (in the case of the Company) or the Company (in the case of a member of the Engine Group or any of the New Appointees (or any Replacement Appointee(s) thereof)) or any of their respective agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 6, “Representatives”)neither it nor any of its respective agents, shall subsidiaries, affiliates, successors, assigns, officers, key employees or directors, will in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), way publicly disparage, impugncall into disrepute, make ad hominem attacks on defame, slander or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, criticize the other Party Parties or such other Party’s Representatives Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)shareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Parties, their products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided thatshareholders, with respect to any litigationagents, arbitration attorneys or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtrepresentatives.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties Company, prior to the SpinOff, and SpinCo, after the SpinOff, on the one hand, and Investor, on the other hand, covenants and agrees that, during the Standstill PeriodPeriod or if earlier, until such time as the other or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 11, neither Party it nor any of its respective agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, “Representatives”)directors, shall in any wayway publicly criticize, directly or indirectlydisparage, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interviewcall into disrepute, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Partyother’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer of the other or the other’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party the other or a Parties’ the other’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party , their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided that, with respect to any litigationagents, arbitration attorneys or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceedingrepresentatives. This Section 5 11 shall not (i) limit the power of any director of SpinCo or the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with make such statements as required by applicable law or make comments that are consistent with the provisions hereof nor shall it apply to any private communications between Investor and its Affiliates and its and their respective principals, directors, members, general partners, officers and key employees, on the one hand, and any Contact Personnel (iias defined herein) limit of the Company or SpinCo, on the other hand, to the extent that it would not be reasonably expected that such communication would trigger public disclosure obligations for any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtsuch party.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this section, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)shareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders shareholders, agents, attorneys or representatives; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the applicable PartyCompany not supported by Xx. Xxxxxxxxx that do not criticize, disparage, call into disrepute or otherwise defame or slander any of the Company’s officers, directors, employees, shareholders, agents, attorneys or representatives (“Opposition Statement”), shall not be deemed to be a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply); provided thatprovided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with respect to any litigation, arbitration or other proceeding between the Parties, nothing a statement similar in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliates, successors, assigns, principalsofficers, partnerskey employees or directors shall have breached this Section 12, membersneither it nor any of its respective agents, general partnerssubsidiaries, Affiliates, successors, assigns, officers, key employees or directors (collectively, “Representatives”), shall in any wayway criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbalslander, in writingeach case, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugnin a public manner, the other Party or such other Party’s Representatives subsidiaries, Affiliates, successors, assigns, officers (including any current or former officer of a Party or a Party’s subsidiaries who no longer serves in such capacity in connection with or following the execution of this Agreement), directors (including any current or former officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity in connection with or following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, Affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives; provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 12 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding; provided, further, that this Section 12 shall not apply with respect to any person who is not similarly bound by a non-disparagement provision solely to permit a Party to defend against public and disparaging remarks made by such person, if any, not similarly bound. This Section 5 12 shall not (i) limit the power of any director of the Company solely in his or her capacity as such a director to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and or (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatescontrolled affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, partners, members, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the applicable Company not supported by the Starboard Appointee (or any Replacement Director that is a Starboard Representative) that do not disparage, call into disrepute or otherwise defame or slander any of the Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (“Opposition Statements”), shall not be deemed to be a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with a statement similar in scope to any such Opposition Statement; provided, further that each Party shall be permitted to make objective statements that reflect such Party); provided that, ’s view with respect to factual matters concerning specific acts or determinations of the other Party occurring after the date of this Agreement, as long as such statements do not violate any litigation, arbitration or other proceeding between the Parties, nothing provision of this Agreement. The limitations set forth in this Section 5 12 shall not prevent either Party from disclosing any facts or circumstances with respect responding to any public statement made by the other Party of the nature described in this Section 12 if such litigation, arbitration or statement by the other proceedingParty was made in breach of this Agreement. This The limitations set forth in this Section 5 12 shall not (x) apply (i) limit the power in any compelled testimony or production of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other information, whether by legal process or respond subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party Party from whom which information is sought., in each case, solely to the extent required, or (ii) to any disclosure that such Party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; or (y) prohibit any Party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or the rules of the SEC promulgated under such Section 21F.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), way publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party Parties or such other Party’s Representatives Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Parties, their products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives. For purposes of this Section, the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 2012 Starboard Nominees shall not (i) limit the power of any director be deemed to be agents, affiliates, officers, key employees or directors of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law Starboard and (ii) limit no actions taken by any Party’s ability to comply with any subpoena agent or other legal process or respond to representative of a request for information from Party in any governmental authority with jurisdiction over the party from whom information is soughtcapacity other than as a representative of such Party shall be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), way publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party Parties or such other Party’s Representatives Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Parties, their products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives. For purposes of this Section, none of the applicable Party); provided that2012 Starboard Nominees, with respect the 2013 Starboard Nominees or the 2014 Starboard Nominee shall be deemed to any litigationbe an agent, arbitration affiliate, officer, key employee or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act or, in accordance with his the case of the 2012 Starboard Nominees or her fiduciary duties or otherwise in accordance with applicable law the 2013 Starboard Nominees, of Starboard, and (ii) limit no actions taken by any Party’s ability to comply with any subpoena agent or other legal process or respond to representative of a request for information from Party in any governmental authority with jurisdiction over the party from whom information is soughtcapacity other than as a representative of such Party shall be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives; provided, however, any statements made by Scopia regarding the Company’s operational or stock price performance, during periods following the date hereof, or any strategy, plans or proposals of the applicable Party); provided thatCompany not supported by the Scopia Appointee that do not defame or slander any of the Company’s officers, with respect directors, employees, stockholders, agents, attorneys or representatives (“Company Opposition Statements”) will not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 shall prevent either Party from disclosing 12 (subject to, for the avoidance of doubt, any facts duties and obligations of confidentiality that may otherwise apply), except that any Company Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, however, that if a Scopia Appointee or circumstances Scopia Replacement Appointee that is a partner or employee of Scopia is currently serving on the Board, any Company Opposition Statement during such service will only speak to a matter that has first been made public by the Company. The Company will be permitted to respond with respect a statement similar in scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 3, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way, directly way publicly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly privately disparage, impugncall into disrepute, make ad hominem attacks on comment negatively upon, criticize or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current former officer of a Party or a Party’s subsidiaries), directors (including any former director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this AgreementParty’s subsidiaries), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives; provided, however, that nothing herein shall limit the ability of Vertex to announce its views and its vote on any Board-approved publicly announced proposals relating to a merger of the applicable Party)Company, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, or reputation acquisition of the other Party Company, disposition of all or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders substantially all of the applicable Party); provided that, with respect to any litigation, arbitration assets of the Company or other proceeding between business combination involving the PartiesCompany, nothing so long as such announcement is limited to the merits of any such matter and does not disparage the Company’s directors or officers in connection with such matter, including the decision to pursue, approve or propose such matter. For purposes of this Section 5 shall prevent either Party from disclosing 3, neither of the New 2015 Nominees (or, if applicable, any facts Replacement Director) will be deemed to be an agent, affiliate, officer, key employee or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law Vertex and (ii) limit no actions taken by any Party’s ability to comply with any subpoena director, agent or other legal process or respond to representative of a request for information from Party in any governmental authority with jurisdiction over capacity other than as a representative of, and at the party from whom information is soughtdirection of, such Party will be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this section, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the applicable PartyCompany not supported by the Starboard Appointee (“Opposition Statements”) shall not be deemed to be a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply); provided thatprovided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with respect to any litigation, arbitration or other proceeding between the Parties, nothing a statement similar in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), way publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party Parties or such other Party’s Representatives Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Parties, their products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives. For purposes of this Section, none of the applicable Party); provided that2012 Starboard Nominees or 2013 Starboard Nominees shall be deemed to be agents, with respect to any litigationaffiliates, arbitration officers, key employees or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director directors of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law Starboard and (ii) limit no actions taken by any Party’s ability to comply with any subpoena agent or other legal process or respond to representative of a request for information from Party in any governmental authority with jurisdiction over the party from whom information is soughtcapacity other than as a representative of such Party shall be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectlydisparage, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interviewcall into disrepute, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party Parties or such other Party’s Representatives Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Parties, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided thatstockholders, with respect to any litigationagents, arbitration attorneys or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceedingrepresentatives. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or applicable law; provided, however, that the Company shall be responsible for any such action by a director other than the Privet Nominee (and any Privet Replacement Director, if applicable) that would otherwise be in accordance with applicable law violation of this Section 13; and provided, further, that Privet shall be responsible for any such action by the Privet Nominee (iiand any Privet Replacement Director, if applicable) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtthat would otherwise be in violation of this Section 13.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties party hereto covenants and agrees that, during until the earlier of (a) the expiration of the Standstill PeriodPeriod and (b) such time as the Company (in the case of any party that is a Xxxxx Group Member) or any Xxxxx Group Member (in the case of the party that is the Company), neither Party nor or any of its the Company’s or any Xxxxx Group Member’s (as applicable) agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principalsofficers, partnerskey employees or directors shall have materially breached this Section 4.6, membersneither such party nor any of its respective agents, general partnerssubsidiaries, affiliates, successors, assigns, officers, key employees or directors (collectivelythe “Company Covered Persons” and the “Xxxxx Covered Persons”, “Representatives”as applicable), shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander the Company (in the case of any party that is a Xxxxx Group Member) or make, express, transmit, speak, write, verbalize or otherwise publicly communicate any Xxxxx Group Member (in any way (or cause, further, assist, solicit, encourage, support or participate in any the case of the foregoing)party that is the Company) or the Company’s or any Xxxxx Group Member’s (as applicable) subsidiaries, any public communication or statement of any kindaffiliates, whether verbalsuccessors, in writingassigns, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives officers (including any current officer or of the Company who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries the Company who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products strategies or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party parties or of its Representatives their businesses, strategies or services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders stockholders, agents, attorneys or representatives. For purposes of this Section 4.6, the Nominee (solely in their capacity as stockholders or any Replacement Director, if applicable) shall not be deemed to be an agent, affiliate, officer, key employee or director of the applicable PartyCompany and the Company shall not be responsible for any actions taken by the Nominee (or any Replacement Director, if applicable); provided that, with respect to and no actions taken by any litigation, arbitration agent or other proceeding between representative of a party in any capacity other than as a representative of such party shall be covered by this Agreement. Notwithstanding the Partiesforegoing, nothing in this Section 5 4.6 shall be deemed to prevent either Party any Company Covered Person or any Xxxxx Covered Person from disclosing any facts or circumstances complying with respect to any such litigationits respective disclosure obligations under applicable law, arbitration or other proceeding. This Section 5 shall not (i) limit legal process, subpoena, law, the power rules of any director stock exchange, or legal requirement or as part of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought, provided that, solely in the case of any disclosure that would be permitted to be made pursuant to this sentence (but would otherwise be restricted by the first sentence of this Section 4.6) and that is proposed or required to appear in public disclosure (i.e., press releases, public filings under the Federal securities laws or similar public disclosures), such party must provide written notice, to the extent legally permissible and practicable under the circumstances, to the other party prior to making any such public disclosure and reasonably consider any comments of such other party.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), way publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party Parties or such other Party’s Representatives Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Parties, their products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives. For purposes of the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation13, arbitration or other proceeding. This Section 5 the Starboard Appointee shall not (i) limit the power of any be deemed to be an agent, affiliate, officer, key employee or director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law Starboard and (ii) limit no actions taken by any Party’s ability to comply with any subpoena agent or other legal process or respond to representative of a request for information from Party in any governmental authority with jurisdiction over the party from whom information is soughtcapacity other than as a representative of such Party shall be covered by this Agreement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives; provided, however, any statements made by Starboard regarding the Company’s operational or stock price performance, during periods following the date hereof, or any strategy, plans or proposals of the applicable Party); provided thatCompany not supported by the Starboard Appointee that do not defame or slander any of the Company’s officers, with respect directors, employees, stockholders, agents, attorneys or representatives (“Company Opposition Statements”) will not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 shall prevent either Party from disclosing 12 (subject to, for the avoidance of doubt, any facts duties and obligations of confidentiality that may otherwise apply), except that any Company Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, however, that if a Starboard Appointee or circumstances Starboard Replacement Appointee that is a partner or employee of Starboard is currently serving on the Board, any Company Opposition Statement during such service will only speak to a matter that has first been made public by the Company. The Company will be permitted to respond with respect a statement similar in scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatescontrolled affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, partners, members, officers (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)shareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided thatshareholders, with respect to any litigationagents, arbitration attorneys or other proceeding between the Parties, nothing representatives. The restrictions set forth in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 12 shall not (a) apply (i) limit the power in any compelled testimony or production of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other information, whether by legal process or respond subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party Party from whom which information is sought, in each case, solely to the extent required, or (ii) to any disclosure that such Party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; or (b) prohibit any Party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of (i) federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or the rules of the SEC promulgated under such Section 21F or (ii) provincial securities laws to any Canadian provincial securities regulatory authority pursuant to a whistleblower program established by such authority.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties Each Party covenants and agrees that, during from the Standstill PeriodEffective Date until the Termination Date, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyhas breached this Section 6, “Representatives”)neither it nor any of its agents, shall subsidiaries, affiliates, successors, assigns, officers, key employees or directors will in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), way publicly disparage, impugncall into disrepute, make ad hominem attacks on defame, slander or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, criticize the other Party or such the other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution Effective Date), directors (including any current director of a Party or a Party’s subsidiaries who no longer serves in such capacity following the effective date of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, its products or of services or its Representatives subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of stockholders, agents, attorneys or representatives. Notwithstanding the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Partiesforegoing, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power making of any director factual statement in any compelled testimony or production of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any information, whether by legal process, subpoena or other legal process or respond as part of a response to a request for information from any governmental authority with jurisdiction over the party Party from whom information is sought, or to defend against any legal claim from an independent claimant adverse to a Party.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, until such time as the other Party or any of its agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or directors shall have breached this Section 12, neither Party nor any of its respective agents, subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, “Representatives”), shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives (including any current officer or director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders shareholders (solely in their capacity as stockholders shareholders of the applicable Party)) or attorneys, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the other Party or the businesses, products or services of the other Party or its Representatives (including former officers and directors), directors (or former directors), employees, stockholders shareholders (solely in their capacity as stockholders shareholders of the applicable Party); provided that, ) or attorneys. In addition to the other remedies available in connection with respect to any litigation, arbitration or other proceeding between the Partiesbreach of this Agreement, nothing in this Section 5 shall prevent either Party or its Representatives from disclosing any facts or circumstances with respect responding without restriction to any such litigation, arbitration or the other proceedingParty’s breach of this Section 12. This Section 5 12 shall not (i) limit the power of any director of the Company to act in good faith in accordance with his or her fiduciary duties solely in his or otherwise her capacity as a director of the Company and, in accordance the case of any of the Investor Directors (or any Investor Replacement Director, as applicable), in a manner consistent with applicable law and (ii) limit any Party’s ability to comply with any subpoena his or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughther obligations under this Agreement. 13.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties parties hereto covenants and agrees that, during the Standstill Period, neither Party nor or if earlier, until such time as the other party or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, “Representatives”acting on behalf of such party shall have breached this Section 9(e), neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party party or such other Partyparty’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any future (i.e., appointed following the date hereof and before the termination of the Standstill Period) or current officer or director of a Party party or a Parties’ party’s subsidiaries who no longer serves in such capacity at any time during the Standstill Period), directors (including any future (i.e., appointed following the execution date hereof and before the termination of this Agreementthe Standstill Period) or current director of a party or a party’s subsidiaries who no longer serves in such capacity at any time during the Standstill Period), employees, stockholders (solely in their capacity as stockholders of the applicable Party)shareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party party, their products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party)shareholders, agents, attorneys or representatives; provided provided, however, that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 herein shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit Starboard or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors from making any statement or announcement unrelated to (and which does not, directly or indirectly, reference in any way) the power Company and its subsidiaries, their respective businesses, products or services, the Board or management of the Company concerning the Company’s officers (including any future (i.e., appointed following the date hereof and before the termination of the Standstill Period) or current officer of the Company or any of the Company’s subsidiaries who no longer serves in such capacity at any time during the Standstill Period), directors (including any future (i.e., appointed following the date hereof and before the termination of the Standstill Period) or current director of the Company or any of the Company’s subsidiaries who no longer serves in such capacity at any time during the Standstill Period), employees, shareholders, agents, attorneys or representatives (in each case, in capacities unrelated to act in accordance with his the Company and its subsidiaries), or her fiduciary duties any of their businesses, products or otherwise in accordance with applicable law and services or (ii) limit such directors, officers, employees, shareholders, agents, attorneys or representatives of the Company or its subsidiaries referenced in the foregoing clause (i) (in each case, in such capacities unrelated to the Company and its subsidiaries) from making any Party’s statement or announcement in response thereto. The foregoing shall not restrict the ability of any person to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Governance Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders shareholders, agents, attorneys or representatives; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the applicable PartyCompany not supported by any Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any of the Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (“Opposition Statements”); provided that, with respect shall not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company shall prevent either Party from disclosing any facts or circumstances be permitted to publicly respond with respect a statement similar in scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties party hereto covenants and agrees that, during until the earlier of (a) the expiration of the Standstill PeriodPeriod and (b) such time as the Company (in the case of any party that is a BLR Group Member) or any BLR Group Member (in the case of the party that is the Company), neither Party nor or any of its the Company’s or any BLR Group Member’s (as applicable) agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 4.6, “Representatives”)neither such party nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander the Company (in the case of any party that is a BLR Group Member) or make, express, transmit, speak, write, verbalize or otherwise publicly communicate any BLR Group Member (in any way (or cause, further, assist, solicit, encourage, support or participate in any the case of the foregoing)party that is the Company) or the Company’s or any BLR Group Member’s (as applicable) subsidiaries, any public communication or statement of any kindaffiliates, whether verbalsuccessors, in writingassigns, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives officers (including any current officer or of the Company who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries the Company who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products strategies or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party parties or of its Representatives their businesses, strategies or services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders stockholders, agents, attorneys or representatives. For purposes of this Section 4.6, the Nominee (solely in their capacity as stockholders or any Replacement Director, if applicable) shall not be deemed to be an agent, affiliate, officer, key employee or director of the applicable PartyCompany and the Company shall not be responsible for any actions taken by the Nominee (or any Replacement Director, if applicable); provided that, with respect to and no actions taken by any litigation, arbitration agent or other proceeding between representative of a party in any capacity other than as a representative of such party shall be covered by this Agreement. Notwithstanding the Partiesforegoing, nothing in this Section 5 4.6 shall be deemed to prevent either Party the Company or any BLR Group Member from disclosing any facts or circumstances complying with respect to any such litigationits respective disclosure obligations under applicable law, arbitration or other proceeding. This Section 5 shall not (i) limit legal process, subpoena, law, the power rules of any director stock exchange, or legal requirement or as part of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, partners, members, officers, key employees or directors shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders shareholders, agents, attorneys or representatives; provided, however, any statements regarding the Company’s operational or stock price performance following the date hereof or any strategy, plans, or proposals of the applicable PartyCompany that are not supported by the Starboard Appointee (or any Replacement Director who is not independent of Starboard) that do not disparage, call into disrepute or otherwise defame or slander any of the Company’s officers (or former officers); provided that, with respect directors (or former directors), employees, stockholders, agents, attorneys or representatives (“Opposition Statements”), shall not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 12 (subject to, for the avoidance of doubt, any fiduciary duties and obligations of confidentiality that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that the Company shall prevent either Party from disclosing any facts or circumstances be permitted to publicly respond with respect a statement similar in scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if earlier, until such time as another Party or any of its agents, subsidiaries, controlled Affiliates, successors, assigns, partners, members, officers, key employees or directors shall have breached this Section 15, neither Party it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, , members, officers, key employees or directors shall in any way publicly criticize, disparage, call into disrepute or otherwise defame or slander any other Party or such other Party’s subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors officers (collectively, “Representatives”), shall in including any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in current officer of a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other a Party’s Representatives subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement) in their capacity as an officer of such Party, directors (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following in connection with the execution of this Agreement), employees, stockholders (solely ) in their capacity as stockholders a director of such Party, employees, stockholders, agents, attorneys or representatives or the applicable Party)Group Companies, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, Affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely stockholders, agents, attorneys or representatives or, in their capacity as stockholders the case of the applicable Party); provided thatAdvisors, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtGroup Companies.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatescontrolled affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 13, “Representatives”)neither it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, partners, members, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable stockholders, agents, attorneys or representatives, provided, however, that each Party shall be permitted to make objective statements that reflect such Party); provided that, ’s view with respect to factual matters concerning specific acts or determinations of the other Party occurring after the date of this Agreement, as long as such statements do not violate any litigation, arbitration or other proceeding between the Parties, nothing provision of this Agreement. The limitations set forth in this Section 5 13 shall not prevent either Party from disclosing any facts or circumstances with respect responding to any public statement made by the other Party of the nature described in this Section 13 if such litigation, arbitration or statement by the other proceedingParty was made in breach of this Agreement. This The limitations set forth in this Section 5 13 shall not (x) apply (i) limit the power in any compelled testimony or production of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other information, whether by legal process or respond subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party Party from whom which information is sought., in each case, solely to the extent required, or (ii) to any disclosure that such Party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; or (y) prohibit any Party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or the rules of the SEC promulgated under such Section 21F.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatescontrolled affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 13, “Representatives”)neither it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, partners, members, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable stockholders, agents, attorneys or representatives, provided, however, that each Party shall be permitted to make objective statements that reflect such Party); provided that, ’s view with respect to factual matters concerning specific acts or determinations of the other Party occurring after the date of this Agreement, as long as such statements do not violate any litigation, arbitration or other proceeding between the Parties, nothing provision of this Agreement. The limitations set forth in this Section 5 13 shall not prevent either Party from disclosing any facts or circumstances with respect responding to any public statement made by the other Party of the nature described in this Section 13 if such litigation, arbitration or statement by the other proceedingParty was made in breach of this Agreement. This The limitations set forth in this Section 5 13 shall not (x) apply (i) limit the power in any compelled testimony or production of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other information, whether by legal process or respond subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party Party from whom which information is sought, in each case, solely to the extent required, or (ii) to any disclosure that such Party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; or (y) prohibit any Party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or the rules of the SEC promulgated under such Section 21F. 14.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliates, successors, assigns, principalsofficers, partnerskey employees or directors shall have breached this section, membersneither it nor any of its respective agents, general partnerssubsidiaries, Affiliates, successors, assigns, officers, key employees or directors (collectively, “Representatives”)directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, Affiliates, successors, assigns, officers (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, Affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives; provided, however, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the applicable Party); provided thatCompany that do not disparage, with respect call into disrepute or otherwise defame or slander any of the Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (“Opposition Statements”) shall not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 11; provided, further, that if any Opposition Statement is made by BLR Partners, the Company shall prevent either Party from disclosing any facts or circumstances be permitted to publicly respond with respect a statement similar in scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, Affiliates, successors, assigns, partners, members, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, Affiliates, successors, assigns, partners, members, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, Affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives; provided, however, if the Starboard Director is a Starboard Representative, any statements made by Starboard regarding the Company’s operational or stock price performance, during periods following the date hereof, or any strategy, plans, or proposals of the applicable PartyCompany not supported by the Starboard Director who is a Starboard Representative that do not criticize, disparage, call into disrepute or otherwise defame or slander any of the Company’s officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives (“Opposition Statements”) shall not be deemed to be a breach of this Section 12 (subject to, for the avoidance of doubt, any fiduciary duties and any obligations of confidentiality as a director that may otherwise apply) so long as such Opposition Statement only speaks to a matter that has been made public by the Company; provided thatprovided, further, that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with respect a statement similar in scope to any litigation, arbitration or other proceeding between the Parties, nothing such Opposition Statement. The restrictions in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 12 shall not (a) apply (i) limit the power to any compelled testimony or production of any director information, whether by legal process, subpoena, or as part of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in each case to the extent required, or (ii) to any disclosure that such party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations, in each case of clause (i) or (ii), solely to the extent that such restrictions would require a violation of the applicable requirement; or (b) prohibit any party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties parties covenants and agrees that, during the Standstill Period, neither Party nor or if earlier, until such time as the other party or any of its agents, subsidiaries, Affiliatescontrolled affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 7, “Representatives”)neither it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party party or such other Partyparty’s Representatives subsidiaries, affiliates, successors, assigns, partners, members, officers (including any current officer of a party or a party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party party or a Parties’ party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)shareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of shareholders, agents, attorneys or representatives. Notwithstanding the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Partiesforegoing, nothing in this Section 5 7 or elsewhere in this Agreement shall prevent either Party prohibit any party from disclosing making any facts statement or circumstances with respect to any such litigation, arbitration disclosure required under the federal securities laws or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtlaws.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives 's subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)shareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders shareholders, agents, attorneys or representatives; provided, however, any statements made by Starboard regarding the Company's operational or stock price performance, during periods following the date hereof, or any strategy, plans or proposals of the applicable Party); provided thatCompany not supported by the Starboard Appointee that do not disparage, with respect call into disrepute or otherwise defame or slander any of Company's officers, directors, employees, stockholders, agents, attorneys or representatives ("Company Opposition Statements") will not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 shall prevent either Party from disclosing 12 (subject to, for the avoidance of doubt, any facts or circumstances fiduciary duties and obligations of confidentiality that may otherwise apply), except that any Company Opposition Statement will only speak to a matter that has been made public by Company. Company will be permitted to respond with respect a statement similar in scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill PeriodPeriod or if earlier, neither until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party Parties or such other Party’s Representatives Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Parties, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided thatstockholders, with respect to any litigationagents, arbitration attorneys or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceedingrepresentatives. This Section 5 shall not (i) limit the power ability of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit law. Notwithstanding the foregoing, nothing in this Section 14 shall be deemed to prevent any Party’s ability to comply Party from complying with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party Party from whom information is sought, provided that, solely in the case of any disclosure that is proposed or required to appear in any required disclosure relating thereto, such Party must provide written notice, to the extent legally permissible and practicable under the circumstances, to the other Party prior to making any such public disclosure and reasonably consider any comments of such other Party.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during through the Standstill Periodconclusion of the 2018 Annual Meeting, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 15, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party Parties or such other Party’s Representatives Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Parties, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided thatstockholders, with respect to any litigationagents, arbitration attorneys or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceedingrepresentatives. This Section 5 15 shall not (i) limit the power ability of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit law. Notwithstanding the foregoing, nothing in this Section 15 shall be deemed to prevent any Party’s ability to comply Party from complying with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party Party from whom information is sought, provided that, solely in the case of any disclosure that is proposed or required to appear in any required disclosure relating thereto, such Party must provide written notice, to the extent legally permissible and practicable under the circumstances, to the other Party prior to making any such public disclosure and reasonably consider any comments of such other Party.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants Company, on one hand, and agrees the RBM Parties, on the other hand, covenant and agree that, during the Standstill Period, neither Party nor or if earlier, until such time as the other or any of its the agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelythereof shall have breached this Section 12, “Representatives”)neither of them nor any of their respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander the other, or makethe other's subsidiaries, expressaffiliates, transmitsuccessors, speakassigns, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives officers (including any current officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)shareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the other Party other, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders shareholders, agents, attorneys or representatives; provided, however, any statements made by RBM regarding the Company's operational or stock price performance, during periods following the date hereof, or any strategy, plans or proposals of the applicable Party); provided thatCompany not supported by an Agreed Appointee that do not defame or slander any of the Company's officers, with respect directors, employees, shareholders, agents, attorneys or representatives ("Company Opposition Statements") will not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 shall prevent either Party from disclosing 12 (subject to, for the avoidance of doubt, any facts duties and obligations of confidentiality that may otherwise apply), except that any Company Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, however, that if an Agreed Appointee that is a partner or circumstances employee of RBM is currently serving on the Board, any Company Opposition Statement during such service will only speak to a matter that has first been made public by the Company. The Company will be permitted to respond with respect a statement similar in scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors shall have breached this Section 12 (collectivelyit being understood that no member of the Founder Group shall be deemed an affiliate, “Representatives”officer or director of the Company for purposes of this Section 12), neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any future or current officer or director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any future or current director of a Party or a Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), franchisees, employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders shareholders, agents, attorneys or representatives; provided, however, if the Starboard Appointee is not Independent of Starboard, any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the applicable PartyCompany not supported by the Starboard Appointee that do not disparage, call into disrepute or otherwise defame or slander any of the Company’s officers, directors, franchisees, employees, stockholders, agents, attorneys or representatives (“Opposition Statements”); provided that, with respect shall not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply) except that any Opposition Statement will only speak to a matter that has been made public by the Company; provided, further, that if any Opposition Statement is made by Starboard, the Company shall prevent either Party from disclosing any facts or circumstances be permitted to publicly respond with respect a statement similar in scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties Party covenants and agrees that, during the Standstill Period, neither such Party nor any of his, her or its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees employees, family members and estate planning vehicles, or directors (collectively, “Representatives”), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons Persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the any other Party or such other Party’s Representatives (including any current officer or director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the such other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable such Party); provided that, with respect to any litigation, arbitration or other proceeding between or involving any of the Parties, nothing in this Section 5 6 shall prevent either Party any of the Parties from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding or from testifying truthfully or complying with discovery obligations, including document and interrogatory discovery, in any such litigation, arbitration or other proceeding. This The Consent Participants and Mxxxxx are entering into and agreeing to the provisions of this Section 5 6 solely in their individual capacities (including their capacities as stockholders) and not in their capacities as directors and this Section 6 shall not (i) limit in any way affect, impair, limit, or preclude any of them in the power of any capacity as a director of the Company to act from acting in accordance with his or her fiduciary duties or otherwise in accordance with applicable law law, including in relation to any claims, causes of action, litigation, actions, suits, arbitrations, or other proceedings by or on behalf of the Company. Nothing in this Section 6 shall affect, impair, limit, or preclude the Company or any stockholders of the Company other than the Consent Participants and (ii) the Original Directors from commencing or prosecuting litigation or arbitration in good faith, including making truthful allegations in pleadings and court or arbitration filings. This Section 6 shall not limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectivelyshall have breached this Section 12, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugncall into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)shareholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders shareholders, agents, attorneys or representatives; provided, however, any statements made by Starboard regarding the Company’s operational or stock price performance, during periods following the date hereof, or any strategy, plans or proposals of the applicable Party); provided thatCompany not supported by the Starboard Appointee that do not disparage, with respect call into disrepute or otherwise defame or slander any of Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (“Company Opposition Statements”) will not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 shall prevent either Party from disclosing 12 (subject to, for the avoidance of doubt, any facts or circumstances fiduciary duties and obligations of confidentiality that may otherwise apply), except that any Company Opposition Statement will only speak to a matter that has been made public by Company. Company will be permitted to respond with respect a statement similar in scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.

Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither or, if earlier, until such time as the other Party nor or any of its agents, subsidiaries, Affiliatesaffiliates, successors, assigns, principalsmanaging members, partners, membersofficers, general partners, officersinvestment professionals, key employees or directors (collectivelyshall have breached this Section 11, “Representatives”)neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, managing members, partners, officers, investment professionals, key employees or directors, shall in any wayway publicly criticize, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on call into disrepute or otherwise defame or slander (including through any media interview or makecomment, expressInternet or social media posting or communication, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred regulatory filing or otherwise, that might reasonably be construed to be disparage, derogate or impugn, ) the other Party or such other Party’s Representatives subsidiaries, affiliates, successors, assigns, officers (including any current officer or director of a Party or a Parties’ subsidiaries Party’s subsidiary who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Party’s subsidiary who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party)stockholders, agents, attorneys or representatives, or any of their business strategies, businesses, products or services, in any manner that would reasonably be expected to damage the business, business or reputation of the such other Party Party, their businesses, products or of its Representatives services or their subsidiaries, affiliates, successors, assigns, officers (including or former officers and directorsofficers), directors (or former directors), employees, stockholders (solely in their capacity as stockholders stockholders, agents, attorneys or representatives, provided, however, any statements regarding the Company’s operational or stock price performance, or any strategy, plans or proposals of the applicable Party); provided thatCompany not supported by Starboard that do not disparage, with respect call into disrepute or otherwise defame or slander any of the Company’s officers, directors, employees, stockholders, agents, attorneys or representatives (“Opposition Statements”) shall not be deemed to any litigation, arbitration or other proceeding between the Parties, nothing in be a breach of this Section 5 11, except that any Opposition Statements may only speak to a matter that has been made public by the Company, provided, further, that if any Opposition Statement is made by Starboard, the Company shall prevent either Party from disclosing any facts or circumstances be permitted to publicly respond with respect a statement similar in scope to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party’s ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is soughtOpposition Statement.