Common use of Protected Activities Clause in Contracts

Protected Activities. Nothing in this Agreement (or any policy, procedure, or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, Employee understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) 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 (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of the Company or the Company Group applicable to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-

Protected Activities. Nothing in this Agreement (or any policy, procedure, or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, Employee understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) 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 (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of the Company or the Company Group applicable to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-.

Protected Activities. Nothing contained in this Agreement (Agreement, any other agreement with the Company, or any policyCompany policy limits your ability, procedurewith or without notice to the Company, or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee from : (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing file a charge or complaint withwith any federal, cooperating with, making truthful statements under oath, state or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory local governmental agency or body commission (such as the U.S. Department of Justice, the Securities and Exchange Commission (a “SECGovernment Agency”), the Occupational Safety & Health Administrationincluding without limitation, the Equal Employment Opportunity Commission, the U.S. Department National Labor Relations Board or the Securities and Exchange Commission; (ii) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; (iii) exercise any rights under Section 7 of Labor, the National Labor Relations BoardAct, which are available to non-supervisory employees, including assisting co-workers with or another federal discussing any employment issue as part of engaging in concerted activities for the purpose of mutual aid or state law enforcement, regulatory, protection; (iv) discuss or fair employment practices agency), regarding possible or alleged violations of law or disclose information about unlawful acts in the workplace, and doing so in each instance without prior notice such as harassment or discrimination or any other conduct that you have reason to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal processbelieve is unlawful; or (v) disclosing testify truthfully in a trade secret in confidence legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to a governmental officialthe attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law). In addition, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose avoidance of reporting or investigating a suspected violation doubt, pursuant to the federal Defend Trade Secrets Act of law. Accordingly2016, Employee understands that he you shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement or the Restrictive Covenants Agreement for the disclosure of a trade secret that (ia) is made (Ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, ; and (Bii) solely for the purpose of reporting or investigating a suspected violation of law; or (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of the Company or the Company Group applicable to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-.

Protected Activities. Nothing in this Agreement (or any policy, procedure, or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee Executive from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating with, making providing truthful statements under oathinformation to, or otherwise testifying or participating in any investigation, hearing, or other proceeding cooperating with an investigation being conducted by or before, any federal or state law enforcement, governmental, or regulatory a governmental agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Laboranother other fair employment practices agency, the National Labor Relations Board, or another federal or state law enforcement, regulatorythe Department of Labor, or fair employment practices agencythe SEC), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute engaging in compliance with the Speak Out Actother legally-protected activities; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, Employee Executive understands that he or she shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) 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 (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee Executive likewise understands that, in the event he or she files a lawsuit for retaliation by the Company or the Employer for reporting a suspected violation of law, he or she may disclose the trade secret(s) of the Company or the Company Group Employer to his attorney and use the trade secret information in the court proceeding, if he or she (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, policies or agreements of the Company Company, the Employer, or the Company Group their Affiliates applicable to Employee Executive (i) impedes his or her right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company Company, the Employer, or the Company Group their Affiliates or obtain their prior approval before engaging in any such communications. 12. Non-.

Protected Activities. Nothing This Agreement shall not be construed or applied in this Agreement (a manner that limits or any policy, procedure, interferes with Employee’s right to discuss or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful disclose information to, filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or about unlawful acts in the workplace, and doing so in each instance such as harassment or discrimination or any other conduct that employees have reason to believe is unlawful, and, without prior notice to or authorization from of the Company; , (iii) making statements to communicate and cooperate in good faith with any self-regulatory organization or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental officialU.S. federal, directly or indirectlystate, or to an attorneylocal governmental or law enforcement branch, if the disclosure is made solely agency, commission, or entity (collectively, a “Government Entity”) for the purpose of (A) reporting or investigating a suspected possible violation of any U.S. federal, state, or local law or regulation, (B) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including by providing documents or other information, or (C) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law, or (ii) to engage counsel to pursue enforcement and/or interpretation of this Agreement. AccordinglyPursuant to the Defend Trade Secrets Act of 2016, Employee understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (Ai) 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 (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, he Employee may disclose the trade secret(s) of secret to the Company or the Company Group to his Employee’s attorney and use the trade secret information in the court proceeding, if he (i) Employee files any document containing the trade secret under seal; seal and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with All disclosures and other conduct permitted under this Section 12(b) are herein referred to as “Protected Activities.” Notwithstanding the foregoing, under no circumstance will Employee be authorized to disclose any Confidential and Proprietary Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or other authorized officer designated by the Company, except to the extent disclosure of such privileged information to a Government Entity is permitted under applicable law, regulation or state attorney conduct rules. Additionally, this Agreement does not interfere with Employee’s right to disclose information regarding Employee’s compensation and notwithstanding any other provision benefits to Employee’s spouse, accountants, counsel, financial advisors and lenders with a need to know such information, it being understood that Employee will advise such persons of their confidentiality obligations with respect thereto, and ensure that such persons are bound by obligations of confidentiality reasonably comparable to those imposed in this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of the Company or the Company Group applicable to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-.

Protected Activities. Nothing in this Agreement (or any policy, procedure, or agreements of or with the Company or the Company Groupits Affiliates) is intended to, or does, prohibit Employee Executive from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, Employee Executive understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) 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 (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee Executive likewise understands that, in the event he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of the Company or the Company Group its Affiliates applicable to Employee Executive (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group its Affiliates or obtain their prior approval before engaging in any such communications. 12. Non-.

Protected Activities. Nothing This Agreement shall not be construed or applied in this Agreement (a manner that limits or any policy, procedure, interferes with Executive’s right to discuss or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful disclose information to, filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or about unlawful acts in the workplace, and doing so in each instance such as harassment or discrimination or any other conduct that employees have reason to believe is unlawful, and, without prior notice to or authorization from of the Company; , (iii) making statements to communicate and cooperate in good faith with any self-regulatory organization or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental officialU.S. federal, directly or indirectlystate, or to an attorneylocal governmental or law enforcement branch, if the disclosure is made solely agency, commission, or entity (collectively, a “Government Entity”) for the purpose of (A) reporting or investigating a suspected possible violation of any U.S. federal, state, or local law or regulation, (B) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including by providing documents or other information, or (C) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law, or (ii) to engage counsel to pursue enforcement and/or interpretation of this Agreement. AccordinglyPursuant to the Defend Trade Secrets Act of 2016, Employee understands that he Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (Ai) 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 (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, in the event he If Executive files a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, he Executive may disclose the trade secret(s) of secret to the Company or the Company Group to his Executive’s attorney and use the trade secret information in the court proceeding, if he (i) Executive files any document containing the trade secret under seal; seal and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with All disclosures and other conduct permitted under this Section 12(b) are herein referred to as “Protected Activities.” Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any Confidential and Proprietary Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or other authorized officer designated by the Company, except to the extent disclosure of such privileged information to a Government Entity is permitted under applicable law, regulation or state attorney conduct rules. Additionally, this Agreement does not interfere with Executive’s right to disclose information regarding Executive’s compensation and notwithstanding any other provision benefits to Executive’s spouse, accountants, counsel, financial advisors and lenders with a need to know such information, it being understood that Executive will advise such persons of their confidentiality obligations with respect thereto, and ensure that such persons are bound by obligations of confidentiality reasonably comparable to those imposed in this Agreement. Nothing in this Agreement, nothing in this Agreement including Executive’s confidentiality and nondisparagement obligations, shall interfere with or any of any policieslimit Executive’s rights under the Conscientious Employee Protection Act, proceduresthe New Jersey Law Against Discrimination, or agreements of the Company other applicable federal, state, or the Company Group applicable local laws that cannot be waived by agreement, including but not limited to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-whistleblower activities, reporting unlawful conduct, or asserting rights protected under these statutes.

Protected Activities. Nothing in this Agreement (or any policy, procedure, or agreements of or with the Company or the Company Group) is intended to, or does, prohibit the Employee from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating with, making providing truthful statements under oathinformation to, or otherwise testifying or participating in any investigation, hearing, or other proceeding cooperating with an investigation being conducted by or before, any federal or state law enforcement, governmental, or regulatory a governmental agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Laboranother other fair employment practices agency, the National Labor Relations Board, or another federal or state law enforcement, regulatorythe Department of Labor, or fair employment practices agencythe Securities and Exchange Commission (the “SEC”), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company); (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute engaging in compliance with the Speak Out Actother legally-protected activities; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, the Employee understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) 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 (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company or the Parent for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group Parent to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, policies or agreements of the Company Company, the Parent, or the Company Group their affiliates applicable to the Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-the

Protected Activities. Nothing in this Agreement Addendum shall prohibit or restrict Executive from lawfully (or any policy, procedure, or agreements of or with the Company or the Company Groupa) is intended to, or does, prohibit Employee from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint initiating communications directly with, cooperating with, making truthful statements under oathproviding information to, causing information to be provided to, or otherwise testifying assisting in an investigation by any governmental or participating in any investigationregulatory agency, hearingentity, or other proceeding being conducted by official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (b) responding to any inquiry or beforelegal process directed to Executive individually from any such Governmental Authorities; (c) testifying, any federal or state law enforcement, governmentalparticipating, or regulatory agency otherwise assisting in an action or body (proceeding by any such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response Governmental Authorities relating to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal processpossible violation of law; or (vd) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if making any other disclosures that are protected under the disclosure is made solely for the purpose whistleblower provisions of reporting or investigating a suspected violation of any applicable law. AccordinglyAdditionally, Employee understands that he pursuant to the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that that: (i) is made (A) 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; (ii) is made to Employee’s attorney in relation to a lawsuit for retaliation against Employee for reporting a suspected violation of law; or (iiiii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) This Addendum does not disclose the trade secretrequire Executive to obtain prior authorization from Company before engaging in any conduct described in this Section 2(f), except pursuant or to court ordernotify Company that he/she has engaged in any such conduct. In accordance with applicable law, and notwithstanding any other provision of this AgreementFinally, nothing in this Agreement Addendum, including in the provisions respecting confidentiality, is intended to or any of any policies, procedures, should be construed to prohibit Executive from disclosing information pertaining to a “sexual assault dispute” or agreements of a “sexual harassment dispute,” as those terms are defined in the Company or the Company Group applicable to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-“Speak Out Act.”

Protected Activities. Nothing This Agreement shall not be construed or applied in this Agreement (a manner that limits or any policy, procedure, interferes with Executive’s right to discuss or agreements of or with the Company or the Company Group) is intended to, or does, prohibit Employee from (i) contacting, reporting to, communicating with, responding truthfully to an inquiry from, providing truthful disclose information to, filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or about unlawful acts in the workplace, and doing so in each instance such as harassment or discrimination or any other conduct that employees have reason to believe is unlawful, and, without prior notice to or authorization from of the Company; , (iii) making statements to communicate and cooperate in good faith with any self-regulatory organization or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental officialU.S. federal, directly or indirectlystate, or to an attorneylocal governmental or law enforcement branch, if the disclosure is made solely agency, commission, or entity (collectively, a “Government Entity”) for the purpose of (A) reporting or investigating a suspected possible violation of any U.S. federal, state, or local law or regulation, (B) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including by providing documents or other information, or (C) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law, or (ii) to engage counsel to pursue enforcement and/or interpretation of this Agreement. AccordinglyPursuant to the Defend Trade Secrets Act of 2016, Employee understands that he Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (Ai) 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 (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, in the event he If Executive files a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, he Executive may disclose the trade secret(s) of secret to the Company or the Company Group to his Executive’s attorney and use the trade secret information in the court proceeding, if he (i) Executive files any document containing the trade secret under seal; seal and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with All disclosures and other conduct permitted under this Section 12(b) are herein referred to as “Protected Activities.” Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any Confidential and Proprietary Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or other authorized officer designated by the Company, except to the extent disclosure of such privileged information to a Government Entity is permitted under applicable law, regulation or state attorney conduct rules. Additionally, this Agreement does not interfere with Executive’s right to disclose information regarding Executive’s compensation and notwithstanding any other provision benefits to Executive’s spouse, accountants, counsel, financial advisors and lenders with a need to know such information, it being understood that Executive will advise such persons of their confidentiality obligations with respect thereto, and ensure that such persons are bound by obligations of confidentiality reasonably comparable to those imposed in this Agreement. Nothing in this Agreement, nothing in this Agreement including Executive’s confidentiality and nondisparagement obligations, shall interfere with or any of any policieslimit Executive’s rights under the Conscientious Employee Protection Act, proceduresthe Connecticut Law Against Discrimination, or agreements of the Company other applicable federal, state, or the Company Group applicable local laws that cannot be waived by agreement, including but not limited to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-whistleblower activities, reporting unlawful conduct, or asserting rights protected under these statutes.

Protected Activities. Nothing in this Agreement (or any policy, procedure, or agreements of or other agreement You may have with the Company or the Company Group) is intended to, Group will prohibit or does, prohibit Employee from restrict You from: (i) contactingvoluntarily communicating with an attorney or financial advisor retained by You for the purposes of securing professional advice; (ii) voluntarily communicating with any law enforcement, reporting tofederal, communicating with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating with, making truthful statements under oathstate, or local government agency, any state or local commission on human rights, or any self-regulatory organization regarding possible violations of law or otherwise testifying initiating, testifying, assisting, complying with a subpoena from or participating in any investigation, hearing, or other proceeding being manner with an investigation conducted by such government agency, in each case, without advance notice to the Company; (iii) seeking or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as the recovering a U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), whistleblower award as provided under Section 21F of the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department Securities Exchange Act of Labor, the National Labor Relations Board, 1934 or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Companyany other whistleblower award; (iiiv) making statements disclosing any information (including confidential information) to a court or disclosures regarding any sexual assault other administrative or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath legislative body in response to a subpoena subpoena, court order or other valid legal process or in written request (with advance notice to the Company prior to any legal proceedingsuch disclosure to the extent legally permitted); (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret the underlying facts or circumstances relating to claims of discrimination, in confidence violation of laws prohibiting discrimination, against the Company; or (vi) making any disclosure of information or documents to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely court for the purpose of reporting enforcing or investigating a suspected violation interpreting this Agreement (or in the case of lawany other litigation between You and the Company or any of its subsidiaries). AccordinglyFurther, Employee understands under the Federal Defend Trade Secrets Act of 2016, You understand that he You shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (i) is made (Ai) in confidence to a federal, state, state or local government official, either directly or indirectly, or to an Your attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or law and (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, in the event he files If You file a lawsuit for retaliation by the Company for reporting a suspected violation of law, he You may disclose the trade secret(s) of the Company or the Company Group secret to his Your attorney and use the trade secret information in the court proceeding, proceeding if he You (ix) files file any document containing the trade secret under seal; seal and (iiy) does do not disclose the trade secret, secret except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or any create liability for disclosures of any policies, procedures, or agreements of the Company or the Company Group applicable to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any trade secrets that are expressly allowed by such communications. 12. Non-section.

Protected Activities. Nothing Notwithstanding anything in this Agreement (or any policy, procedure, or agreements of or with the Company or the Company Group) is intended toPIIA to the contrary, nothing contained in this Agreement or does, the PIIA shall prohibit Employee Consultant from (i) contacting, reporting to, communicating directly with, responding truthfully to an inquiry from, providing truthful information to, filing a charge or complaint with, cooperating withreporting possible violations of federal law or regulation to, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearinginvestigation by, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory agency or body (such as cooperating with the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”)Commission, the Occupational Safety & Health AdministrationFinancial Industry Regulatory Authority, the Equal Employment Opportunity Commission, the National Labor Relations Board (the “NLRB”), the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of LaborJustice or any other securities regulatory agency, the National Labor Relations Boardself- regulatory authority or federal, state or local regulatory authority (collectively, “Government Agencies”), or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations making other disclosures that are protected under the whistleblower provisions of applicable law or unlawful acts in the workplaceregulation, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements communicating directly with, cooperating with, or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; providing information (iiiincluding trade secrets) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely any Government Agencies for the purpose of reporting or investigating a suspected violation of law, or from providing such information to his attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, and/or (iii) receiving an award for information provided to any Government Agency. AccordinglyFurther, Employee understands that he shall nothing herein will prevent Consultant from participating in activity permitted by Section 7 of the National Labor Relations Act or from filing an unfair labor practice charge with the NLRB. For the avoidance of doubt, Consultant does not need to notify or obtain the prior authorization of the Company to exercise any of the foregoing rights. Pursuant to 18 USC Section 1833(b), Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made made: (A) 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 (iiB) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, in the event he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his attorney and use the trade secret information in the court proceeding, if he (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this AgreementFurther, nothing in this Agreement is intended to or shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If Consultant is required to provide testimony, then unless otherwise directed or requested by a Government Agency or law enforcement, Consultant shall notify the Company as soon as reasonably practicable after receiving any of any policies, procedures, or agreements such request of the Company anticipated testimony. Further, nothing in this Agreement prevents Consultant from discussing or disclosing information about unlawful acts in the Company Group applicable to Employee (i) impedes his right to communicate with the SEC workplace, such as harassment or discrimination or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him conduct that Consultant has reason to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-believe is unlawful.

Protected Activities. Nothing in You acknowledge that neither this Agreement (nor any other agreement or any policy, procedure, or agreements policy of or with the Company or its affiliates shall be construed or applied in a manner which limits or interferes with your right, without notice to or authorization of the Company Group) is intended to, or does, prohibit Employee from to communicate and cooperate in good faith with a government agency for the purpose of (i) contactingreporting a possible violation of any U.S. federal, reporting tostate, communicating withor local law or regulation, responding truthfully to an inquiry from(ii) participating in any investigation or proceeding that may be conducted or managed by any government agency, including by providing truthful information todocuments or other information, (iii) filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying or participating in any investigation, hearing, or other proceeding being conducted by or before, any federal or state law enforcement, governmental, or regulatory with a government agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required engage in any activities protected by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental officialthe NLRA. Additionally, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, Employee understands that he you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (Aa) 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 , (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee likewise understands that, ; or (c) in the event he files court proceedings if you file a lawsuit for retaliation by the Company an employer for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his your attorney and use the trade secret information in the court proceedingsuch lawsuit, if he (i) files provided that you must file any document containing the trade secret under seal; , and (ii) does you may not disclose the trade secret, except pursuant to court order. In Notwithstanding the foregoing, in accordance with applicable lawthe standards set forth in 17 C.F.R. § 240.21F-4(b)(4), and notwithstanding you shall not be authorized to make any other provision of this Agreement, nothing in this Agreement or any of any policies, procedures, or agreements of disclosures as to which the Company and/or its affiliates may reasonably assert protections from disclosure under the attorney-client privilege or the Company Group attorney work product doctrine, without prior written consent of an authorized officer designated by the Company, provided, however, that you may, without authorization from the Company, disclose information to a government agency to the extent permitted under 17 C.F.R. § 205.3(d)(2), applicable to Employee (i) impedes his right to communicate with the SEC state attorney conduct rules, or any other governmental agency about possible violations law or regulation permitting disclosure of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such otherwise privileged communications. 12. Non-.

Protected Activities. Nothing in ▇▇. ▇▇▇▇▇▇▇▇ and the Company acknowledge and agree that this Agreement shall not be construed or applied in a manner that limits or interferes with ▇▇. ▇▇▇▇▇▇▇▇’▇ right, without notice to or authorization of the Company, to make truthful statements or disclosures regarding unlawful acts in the workplace (such as harassment or discrimination or any policy, procedureother conduct that ▇▇. ▇▇▇▇▇▇▇▇ has reason to believe is unlawful) or unlawful employment practices, or agreements of or to communicate and cooperate in good faith with the Company or Equal Employment Opportunity Commission, the Company Group) is intended toNational Labor Relations Board, the Occupational Safety and Health Administration, the SEC, the Financial Industry Regulatory Authority, or doesany other self-regulatory organization or any other federal, prohibit Employee from state or local governmental agency or commission (each, a “Government Agency”) for the purpose of (i) contactingreporting a possible violation of any U.S. federal, reporting tostate, communicating withor local law or regulation, responding truthfully to an inquiry from, providing truthful information to, or (ii) filing a charge or complaint with, cooperating with, making truthful statements under oath, or otherwise testifying with or participating in any investigation or proceeding that may be conducted or managed by any Government Agency (except that ▇▇. ▇▇▇▇▇▇▇▇ acknowledges that she may not recover any monetary benefits in connection with any such charge, investigation, hearingor proceeding, and she further waives any rights or claims to any payment, benefit, attorneys’ fees or other proceeding being conducted by remedial relief in connection with any such charge, investigation or beforeproceeding). Additionally, any federal or state law enforcement, governmental, or regulatory agency or body (such as the U.S. Department of Justice, the Securities and Exchange Commission (“SEC”), the Occupational Safety & Health Administration, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or another federal or state law enforcement, regulatory, or fair employment practices agency), regarding possible or alleged violations of law or unlawful acts in the workplace, and doing so in each instance without prior notice to or authorization from the Company; (ii) making statements or disclosures regarding any sexual assault or sexual harassment dispute in compliance with the Speak Out Act; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law▇▇. Accordingly, Employee understands that he ▇▇▇▇▇▇▇▇ shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (Aa) 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 , (iib) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, or (c) in court proceedings if ▇▇. Employee likewise understands that, in the event he ▇▇▇▇▇▇▇▇ files a lawsuit for retaliation by the Company an employer for reporting a suspected violation of law, he may disclose the trade secret(s) of the Company or the Company Group to his ▇▇. ▇▇▇▇▇▇▇▇’▇ attorney and use the trade secret information in the court proceedingsuch lawsuit, if he (i) files provided that ▇▇. ▇▇▇▇▇▇▇▇ must file any document containing the trade secret under seal; , and (ii) does ▇▇. ▇▇▇▇▇▇▇▇ may not disclose the trade secret, except pursuant to court order. In accordance with applicable lawNotwithstanding the foregoing, and notwithstanding under no circumstance will ▇▇. ▇▇▇▇▇▇▇▇ be authorized to make any other provision disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s Chief Legal Officer or another authorized officer designated by the Company. The activities or disclosures described in this Agreement, nothing Section 6 shall be referred to in this Agreement or any of any policies, procedures, or agreements of the Company or the Company Group applicable to Employee (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to the Company or the Company Group or obtain their prior approval before engaging in any such communications. 12. Non-as “Protected Activities.”