Common use of Permitted Conduct Clause in Contracts

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

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

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

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

Permitted Conduct. Notwithstanding anything in this Agreement, the foregoing restrictionsEmployment Agreement, or any other Agreement with any Company Group Member to the contrary, nothing shall prohibit Employee or Employee’s attorney from testifying, participating, or otherwise assisting in this Agreement shall (i) prohibit an action or proceeding by, responding to any inquiry or legal process from, or reporting possible violations of applicable law or regulation to any governmental agency or entity including, but not limited to, the Executive from owning a five (5%) percent or smaller interest in any corporation required to file period reports with United States Department of Justice, the United States Securities and Exchange Commission, so long as the Executive performs no services United States Congress and any Inspector General of any United States federal agency, or lends any assistance making other disclosures that are protected under the whistleblower provisions of United States federal, state or local law or regulation; provided, however, that Employee use Employee’s reasonable best efforts to (a) disclose only information that is reasonably related to such corporation during the Term; (ii) deny the Executive the right to disclose information about unlawful acts in the workplace, including, but not limited to, sexual harassment; (iii) prohibit the Executive from providing information to, possible violations or testifying or otherwise assisting in any investigation or proceeding brought by, any federal or state regulatory or law enforcement that is requested by such agency or legislative bodyentity, and (b) request that such agency or entity treat such information as confidential. Employee does not need prior authorization from the Company to make any self-regulatory organization such reports or filingdisclosures and Employee is not required to notify the Company that Employee is making or have made such reports or disclosures. Additionally, testifying, participating in, or otherwise assisting in a proceeding relating to an alleged violation of any federal, state, or municipal law relating to fraud, whistleblowing or any rule or regulation of the Securities and Exchange Commission or other self-regulatory organization; (iv) prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any disclosure of information required by process of law; or (vi) pursuant to the federal Defend Trade Secrets Act of 2016, prevent the Executive from disclosing Employee shall not be held criminally or civilly liable under any federal or state trade secrets where secret law for the disclosure of a trade secret that: (A) is made: made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, ; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (yB) is made to Employee’s attorney in relation to a lawsuit for retaliation against Employee for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (z) to an attorney for use in a court proceeding in connection with a lawsuit against the employer for retaliation for reporting a suspected violation of law if the information is filed under seal and not disclosed except pursuant to court order.

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

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

Permitted Conduct. Notwithstanding any provision of this Agreement, Executive is authorized to make disclosures as permitted under this Section 8. To the foregoing restrictionsextent the provision of any other agreement or policy related to Executive’s employment with the Company is in conflict with the provisions of this Section 8, nothing the provisions of this Section 8 shall control. (a) Nothing in this Agreement shall prohibits, restricts, or limits in any way Executive’s right or ability to (i) prohibit the Executive from owning communicate with or file or otherwise participate in a five charge (5%) percent including a charge of discrimination), complaint, or smaller interest in any corporation required to file period reports lawsuit with the United States Securities and Exchange CommissionU.S. Equal Employment Opportunity Commission (“EEOC”), so long as the Executive performs no services or lends any assistance to such corporation during National Labor Relations Board, the Term; (ii) deny the Executive the right to disclose information about unlawful acts in the workplaceSEC, including, but not limited to, sexual harassment; (iii) prohibit the Executive from providing information toOSHA, or testifying any other federal, state, or otherwise assisting in any investigation or proceeding brought by, any federal or state local regulatory or law enforcement agency or legislative body, or any self-regulatory organization or filing(collectively, testifying“Agencies”); provided that Executive hereby waives any right that he otherwise would have to recover monetary damages in connection with any charge, participating incomplaint, or otherwise assisting lawsuit filed by him or by anyone else on his behalf other than a financial award from the SEC or under a whistleblower program of any other Agency; (ii) report or discuss possible violations of federal, state, or local law or regulation to any Agencies, including by initiating communications directly with, responding to any inquiry from, providing testimony before, or participating in a any investigation or proceeding relating to an alleged violation conducted by, any such Agencies; or (iii) make any disclosures that are protected by the whistleblower provisions of any federal, state, or municipal local law relating to fraud, whistleblowing or any rule or regulation regulation. Prior authorization of the Securities Company is not required to make any such reports or disclosures, and Exchange Commission Executive is not required to notify the Company that Executive has made or other self-regulatory organization; intends to make such reports or disclosures. (ivb) prohibit the Executive from filing an administrative charge is hereby notified in accordance with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any disclosure of information required by process of law; or (vi) pursuant to the Defend Trade Secrets Act of 2016, prevent the Executive from disclosing 2016 that he will not be held criminally or civilly liable under any federal or state trade secrets where secret law for the disclosure of a trade secret that is made: made (xi) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and in each case solely for the purpose of reporting or investigating a suspected violation of law; or (yii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (z) to an attorney for use in a court proceeding in connection with . Executive is further notified that if he files a lawsuit against the employer for retaliation by the Company for reporting a suspected violation of law law, he may disclose the Company’s trade secrets to his attorney and use the trade secret information in the court proceeding if he files any document containing the information is filed trade secret under seal and does not disclosed disclose the trade secret except pursuant to court order. (c) Nothing in this Agreement shall prevent Executive from (i) making any disclosure of information required by law, including providing truthful testimony if required to do so by court order or legal process or complying with a subpoena issued to him; (ii) participating or assisting in any investigation or proceeding conducted by the Company’s legal, compliance, or human resources officers; (iii) making disclosures to an attorney retained by him; or (iv) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid, or other public benefits. (d) Nothing in this Agreement shall prevent Executive from disclosing an act of sexual abuse or facts related to an act of sexual abuse to any other person.

Permitted Conduct. Notwithstanding the foregoing restrictions, nothing Nothing in this Separation Agreement shall prohibit or restrict you (ior your attorney) prohibit the Executive from owning a five (5%a) percent communicating directly with, cooperating with, providing or smaller interest in any corporation required causing to file period reports with the United States Securities and Exchange Commission, so long as the Executive performs no services or lends any assistance to such corporation during the Term; (ii) deny the Executive the right to disclose be provided information about unlawful acts in the workplace, including, but not limited lawfully obtained to, sexual harassment; (iii) prohibit the Executive from providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal or state regulatory or law enforcement agency or legislative body, or any self-regulatory organization or filing, testifying, participating in, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) or self-regulatory organization (collectively, “Governmental Authorities”) regarding a proceeding relating to an alleged possible violation of any federallaw, staterule, or municipal law regulation; (b) responding to any inquiry or legal process directed to you individually (and not directed to the Company and/or its subsidiaries) from any such Governmental Authorities, including an inquiry about the existence of this Separation Agreement or its underlying facts or circumstances; (c) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to fraud, whistleblowing or any rule or regulation of the Securities and Exchange Commission or other self-regulatory organization; (iv) prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any disclosure of information required by process a possible violation of law; or (vid) making any other disclosures which are permitted under the whistleblower provisions of any applicable law, rule, or regulation. Additionally, pursuant to the Federal Defend Trade Secrets Act of 2016, prevent the Executive from disclosing you shall not be held criminally or civilly liable under any federal or state trade secrets where secret law for the disclosure is madeof a trade secret that: (xa) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, ; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (yb) is made to your attorney in relation to a lawsuit for retaliation against you or reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such December 31, 2025 filing is made under seal; . Nor does this Separation Agreement require you to obtain prior authorization from the Company before engaging in any conduct described in this paragraph, or (z) to an attorney for use notify the Company that you have engaged in a court proceeding in connection with a lawsuit against the employer for retaliation for reporting a suspected violation of law if the information is filed under seal and not disclosed except pursuant to court orderany such conduct.

Permitted Conduct. a) Notwithstanding the foregoing restrictions, nothing anything in this Agreement or elsewhere, nothing shall prevent you from: (i) prohibit the Executive from owning a five (5%) percent or smaller interest using and disclosing documents and information in any corporation required to file period reports connection with the United States Securities and Exchange Commission, so long as good faith performance of your duties for the Executive performs no services Company or lends any assistance to such corporation during the Termof its affiliates; (ii) deny the Executive the right to disclose information about unlawful acts in the workplaceinitiating communications directly with, includingcooperating with, but not limited to, sexual harassment; (iii) prohibit the Executive from providing information to, causing information to be provided to, filing a charge or testifying complaint with, or otherwise participating, testifying, or assisting in any investigation or proceeding brought byby any governmental or regulatory agency, any federal or state regulatory or law enforcement agency or legislative bodyentity, or any self-regulatory organization or filing, testifying, participating in, or otherwise assisting in a proceeding relating to an alleged violation of any federal, state, or municipal law relating to fraud, whistleblowing or any rule or regulation of official(s) including the Securities and Exchange Commission Commission, the Department of Justice, or any other self-governmental, law enforcement, or regulatory organizationauthority, agency, or commission (collectively, “Governmental Authorities”) regarding a possible violation of any law; (iii) making truthful statements, or disclosing documents and information, (x) to the extent reasonably necessary in connection with any litigation, arbitration or mediation involving your rights or obligations under this Agreement or otherwise in connection with your employment with the Company (or the termination of such employment) or (y) when required by law, by legal process or by any court, arbitrator, mediator or legislative body (including any committee thereof) with actual or apparent jurisdiction to order you to make such statements or to disclose such documents and information, provided that you both give the Company advance notice of any such disclosure to the extent legally allowable and cooperate (at the Company’s sole expense) in good faith with any effort the Company may make to seek a protective order concerning the confidentiality of any such disclosure; (iv) prohibit the Executive from filing an administrative charge retaining, and using appropriately (e.g., not in connection with the Equal Employment Opportunity Commission violating any non-competition or non-solicitation restriction), documents and information relating to your personal rights and obligations and your rolodex (“EEOC”) and/or participating in an investigation by the EEOCand electronic equivalents); (v) prohibit the Executive from making disclosing your post-employment restrictions in confidence in connection with any disclosure of information required by process of lawpotential new employment or business venture; or (vi) pursuant to the Defend Trade Secrets Act of 2016, prevent the Executive from disclosing trade secrets where the disclosure is made: (x) documents and information in confidence to a federalany attorney, statefinancial advisor, tax preparer, or local government official, either directly or indirectly, or to an attorney, and solely other professional for the purpose of reporting or investigating a suspected violation of law; (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealsecuring professional advice; or (zvii) using and disclosing documents and information at the request of the Company or its attorneys or agents. Notwithstanding anything in this Agreement or elsewhere, nothing shall prohibit or restrict you from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an attorney for use investigation directly with Governmental Authorities, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. You do not need the prior authorization of the Company to engage in a court proceeding conduct protected by this subsection, and you do not need to notify the Company that you have engaged in such conduct. You recognize that, in connection with a lawsuit against the employer for retaliation for reporting a suspected violation of law if any such activity, you must inform such authority that the information you are providing is filed under seal confidential. For the avoidance of doubt, you are not permitted to voluntarily reveal to any third-party, including any Governmental Authority, information you came to learn during the course of your work with the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine and/or other applicable legal privileges. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and not disclosed except pursuant to court orderother privileged information.

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

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

Permitted Conduct. Notwithstanding the foregoing restrictionsany provision herein, nothing in this Agreement shall (i) prohibit the Executive from owning a five (5%a) percent discussing or smaller interest in any corporation required to file period reports with the United States Securities and Exchange Commission, so long as the Executive performs no services or lends any assistance to such corporation during the Term; (ii) deny the Executive the right to disclose disclosing information about unlawful acts in the workplace, includingsuch as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful or testify in an administrative, but not limited tolegislative, or judicial proceeding concerning alleged criminal conduct or sexual harassmentharassment when the party has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature; (iiib) prohibit the Executive from providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal or state regulatory or law enforcement making disclosures to a government agency or legislative body, or any self-regulatory organization authority that are protected under the whistleblower provisions of state or filing, testifying, participating in, federal law or otherwise assisting in a proceeding relating to an alleged violation of any federal, state, or municipal law relating to fraud, whistleblowing or any rule or regulation of the Securities and Exchange Commission or other self-regulatory organization; (iv) prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission (“EEOC”) and/or participating in an investigation by the EEOC; (v) prohibit the Executive from making any disclosure of information required by process of lawregulation; or (vic) making truthful statements required by applicable law, regulation or legal process, or in connection with any action, suit or other proceeding to enforce Executive’s rights under this Agreement. Executive further has been advised that pursuant to the Defend Trade Secrets Act of 2016, prevent 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the Executive from disclosing disclosure of a trade secrets where secret under either of the following conditions: (i) Where the disclosure is made: made (xA) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, ; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (yii) where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (z) to . The DTSA also provides that an attorney for use in a court proceeding in connection with individual who files a lawsuit against the employer for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the information is filed individual files any document containing the trade secret under seal seal, and does not disclosed disclose the trade secret, except pursuant to court order.

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