Common use of Protected Rights Clause in Contracts

Protected Rights. Notwithstanding anything in the Agreement or the Covenants Agreement to the contrary, (i) nothing in the Agreement, including but not limited to any release provided under the Agreement, or other agreement prohibits the Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with the Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by the Government Agencies, including providing documents or other information, or engaging in any concerted activities or other actions as protected by the National Labor Relations Act; (ii) the Executive does not need the prior authorization of the Companies to take any action described in (i), and the Executive is not required to notify the Companies that he or she has taken any action described in (i); and (iii) neither the Agreement nor such release limits the Executive’s right to receive an award for providing information relating to a possible securities law violation to the SEC. Further, notwithstanding the foregoing, the Executive shall not be held criminally or civilly liable under any federal, state, or local trade secret law for the disclosure of a trade secret that (x) is made (A) in confidence to a federal, state, or local official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation or law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

Protected Rights. Notwithstanding anything in the Agreement or the Covenants Agreement to the contraryany other provision of this Agreement, (i) nothing in the Agreement, including but not limited to this Agreement or any release provided under the Agreement, or other agreement prohibits the Executive Participant from reporting possible violations of law or regulation to any governmental agency or entity, including including, but not limited to to, the Department of Justice, the SECSecurities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with the Government Agencies or otherwise participating in any investigation or proceedings proceeding that may be conducted by the Government Agencies, including providing documents or other information, or engaging in any concerted activities or other actions as protected by the National Labor Relations Act; (ii) the Executive Participant does not need the prior authorization of the Companies Company to take any action described in (i), and the Executive Participant is not required to notify the Companies Company that he or she has taken any action described in (i); and (iii) neither this Agreement does not limit the Agreement nor such release limits the ExecutiveParticipant’s right to receive an award for providing information relating to a possible securities law violation to the SECSecurities and Exchange Commission. Further, notwithstanding the foregoing, the Executive shall Participant will not be held criminally or civilly liable under any federal, state, state or local trade secret law for the disclosure of a trade secret that (xi) is made (A) in confidence to a federal, state, 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 or of law; or (yii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. The provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (except as otherwise set forth in Section 2(a)(iii) hereof). APPENDIX B HILTON GRAND VACATIONS INC. 2017 OMNIBUS INCENTIVE PLAN PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Performance- and Service-Based Restricted Stock Unit Agreement.

Protected Rights. Notwithstanding anything Nothing contained in the this Agreement or the Covenants Agreement to the contrary, limits (i) nothing in the Agreement, including but not limited Participant’s ability to disclose any release provided under the Agreementinformation to governmental agencies or commissions as may be required by law, or other agreement prohibits the Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with the Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by the Government Agencies, including providing documents or other information, or engaging in any concerted activities or other actions as protected by the National Labor Relations Act; (ii) the Executive does not need Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the prior authorization whistleblower provisions of the Companies to take any action described such law or regulation, provided that in (i)each case such communications and disclosures are consistent with applicable law, and the Executive is not required to notify the Companies that he or she has taken any action described in (i); and (iii) neither the Agreement nor such release limits the ExecutiveParticipant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit the Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the SECSecurities and Exchange Commission. Further, notwithstanding the foregoing, the Executive The Participant shall not be held criminally or civilly liable under any federal, state, U.S. federal or local state trade secret law for the disclosure of a trade secret that (x) is made (Ai) in confidence to a U.S. federal, state, or local official, either directly or indirectly, government official or to an attorney; and (B) attorney solely for the purpose of reporting or investigating a suspected violation or of law; , or (yii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing If the Participant files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law the Participant may disclose a the trade secret to his or her the attorney of the Participant and use the trade secret information in the court proceeding, so long as if the Participant files any document containing the trade secret is filed under seal seal, and the individual does not disclose the trade secret secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.

Protected Rights. Notwithstanding anything Employee understands that nothing contained in this Agreement limits Employee’s ability to file a charge or complaint with the Agreement or Equal Employment Opportunity Commission, the Covenants Agreement to National Labor Relations Board, the contraryOccupational Safety and Health Administration, (i) nothing in the Agreement, including but not limited to any release provided under the AgreementSecurities and Exchange Commission, or any other agreement prohibits the Executive from reporting possible violations of law federal, state or regulation to any governmental local government agency or entity, including but not limited to the Department of Justice, the SEC, the Congress and any agency Inspector General commission (the “Government Agencies”), including an Age Discrimination in Employment Act charge or communicating complaint, although Employee may have no right to relief by reason of the claims Employee has released herein. Employee further understands that this Agreement does not limit Employee’s ability to communicate with the any Government Agencies or otherwise participating participate in any investigation or proceedings proceeding that may be conducted by the any Government AgenciesAgency, including providing documents or other information, without notice to Mast. Nothing in this Agreement shall restrict or engaging in limit any concerted activities or other actions as protected by the National Labor Relations Act; (ii) the Executive does not need the prior authorization of the Companies to take any action described in (i), and the Executive is not required to notify the Companies that he or she has taken any action described in (i); and (iii) neither the Agreement nor such release limits the Executive’s right Employee may have to receive an a whistleblower award or bounty for providing information relating to a possible securities law violation provided to the SECSecurities and Exchange Commission. FurtherIn addition, notwithstanding pursuant to the foregoingDefend Trade Secrets Act of 2016, the Executive shall Employee is notified that an individual will not be held criminally or civilly liable under any federal, state, federal or local state trade secret law for the disclosure of a trade secret that (xi) is made (A) in confidence to a federal, state, or local official, either government official (directly or indirectly, ) or to an attorney; and (B) attorney solely for the purpose of reporting or investigating a suspected violation or of law; , or (yii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. AdditionallyIn addition, an individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the trade secret to his or her the individual’s attorney and use the trade secret information in the court proceeding, so long as if the individual files any document containing the trade secret is filed under seal and the individual does not disclose the trade secret secret, except pursuant to court order.

Protected Rights. Notwithstanding anything in the Agreement or the Covenants Agreement to the contrary, (i) Participant understands that nothing in this Agreement limits Participant’s ability to file a charge or complaint with the AgreementEqual Employment Opportunity Commission, including but not limited to the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any release provided under the Agreementother federal, state or other agreement prohibits the Executive from reporting possible violations of law or regulation to any local governmental agency or entity, including but not limited to the Department of Justice, the SEC, the Congress and any agency Inspector General commission (the “"Government Agencies”"), or communicating . Participant further understands that nothing in this Agreement limits (a) Participant’s ability to communicate with the any Government Agencies Agency or otherwise participating participate in any investigation or proceedings proceeding that may be conducted by the any Government AgenciesAgency, including providing documents or other information, without notice to the Company, or engaging in any concerted activities or other actions as protected by the National Labor Relations Act; (iib) the Executive does not need the prior authorization of the Companies to take any action described in (i), and the Executive is not required to notify the Companies that he or she has taken any action described in (i); and (iii) neither the Agreement nor such release limits the ExecutiveParticipant’s right to receive an award for providing information relating provided to a possible securities law violation to the SECany Government Agency. FurtherIn addition, notwithstanding the foregoing, the Executive 18 U.S.C. § 1833(b) provides: "An individual shall not be held criminally or civilly liable under any federal, state, Federal or local State trade secret law for the disclosure of a trade secret that (xA) is made (Ai) in confidence to a federalFederal, stateState, 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 or of law; or (yB) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). AdditionallyAccordingly, the parties to this have the right to disclose in confidence trade secrets to Government Agencies, or to an individual suing an employer attorney, for retaliation based on the sole purpose of reporting of or investigating a suspected violation of law may law. The parties also have the right to disclose trade secrets in a trade secret to his document filed in a lawsuit or her attorney and use the trade secret information in the court other proceeding, so long as any document containing but only if the trade secret filing is filed made under seal and the individual does not disclose the trade secret except pursuant to court orderprotected from public disclosure.

Protected Rights. Notwithstanding anything in the Agreement or the Covenants this Agreement to the contrary, (ia) nothing in the Agreement, including but not limited to any release provided under the Agreement, this Agreement or other agreement prohibits the Executive Participant from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SECSecurities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with the Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by the Government Agencies, including providing documents or other information, or engaging in any concerted activities or other actions as protected by the National Labor Relations Act; (iib) the Executive Participant does not need the prior authorization of the Companies Employers to take any action described in (ia), and the Executive Participant is not required to notify the Companies Employers that he or she has taken any action described in (ia); and (iiic) neither this Agreement does not limit the Agreement nor such release limits the ExecutiveParticipant’s right to receive an award for providing information relating to a possible securities law violation to the SECSecurities and Exchange Commission. Further, notwithstanding the foregoing, the Executive Participant shall not be held criminally or civilly liable under any federal, state, state or local trade secret law for the disclosure of a trade secret that (x) is made (A) in confidence to a federal, state, state or local official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation or law; or (y) is made in a complaint compliant or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. The rights described in this Section 8 are referred to in this Agreement as the “Protected Rights.”

Protected Rights. Notwithstanding anything Nothing in the this Agreement or the Covenants Agreement to the contrary, shall be construed (i) nothing in to prohibit or is intended to restrict or impede the Agreement, including but not limited Participant from discussing the terms and conditions of the Participant’s employment with coworkers or exercising protected rights under Section 7 of the National Labor Relations Act or (ii) to any release provided under prohibit the Agreement, or other agreement prohibits the Executive Participant from reporting possible violations of federal or state law or regulation making other disclosures that are protected under whistleblower or other provisions of any applicable federal or state law or regulations; further, nothing herein prevents the Participant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that a Participant has reason to any governmental agency or entitybelieve is unlawful. In addition, including but not limited the Participant is hereby advised as follows pursuant to the Department of Justice, the SEC, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with the Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by the Government Agencies, including providing documents or other information, or engaging in any concerted activities or other actions as protected by the National Labor Relations Defend Trade Secrets Act; (ii) the Executive does not need the prior authorization of the Companies to take any action described in (i), and the Executive is not required to notify the Companies that he or she has taken any action described in (i); and (iii) neither the Agreement nor such release limits the Executive’s right to receive an award for providing information relating to a possible securities law violation to the SEC. Further, notwithstanding the foregoing, the Executive : An individual shall not be held criminally or civilly liable under any federal, state, federal or local state trade secret law for the disclosure of a trade secret that that: (xA) 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 or of law; or (yB) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an An individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the trade secret to his or her the attorney of the individual and use the trade secret information in the court proceeding, so long as if the individual (1) files any document containing the trade secret is filed under seal seal; and the individual (2) does not disclose the trade secret secret, except pursuant to court order.

Protected Rights. Notwithstanding anything 24.1 Nothing in this agreement is intended to, or does, prohibit the Agreement or the Covenants Agreement to the contrary, Executive from (i) nothing in the Agreementfiling a charge or complaint with, including but not limited to any release provided under the Agreementproviding truthful information to, or other agreement prohibits the Executive from reporting possible violations of law or regulation to any cooperating with an investigation being conducted by a governmental agency or entity, including but not limited to (such as the Department of Justice, the SEC, the Congress Securities and any agency Inspector General Exchange Commission (the “Government AgenciesSEC”), or communicating with the Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by the Government Agencies, including providing documents or other information, or engaging in any concerted activities or other actions as protected by the National Labor Relations Act); (ii) the Executive does not need the prior authorization of the Companies to take any action described engaging in (i), and the Executive is not required to notify the Companies that he or she has taken any action described in (i)other legally-protected activities; and (iii) neither the Agreement nor such release limits the Executive’s right to receive an award for providing information relating giving truthful testimony or making statements under oath in response to a possible securities 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 to the SECof law. Further, notwithstanding the foregoingAccordingly, the Executive understands that he shall not be held criminally or civilly liable under any federal, state, federal or local state trade secret law for the disclosure of a trade secret that (xi) 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 or of law; or (yii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. AdditionallyThe Executive likewise understands that, an individual suing an employer in the event he files a lawsuit for retaliation based on by any member of the Group for reporting of a suspected violation of law law, he may disclose a the trade secret secret(s) of such Group Company to his or her attorney and use the trade secret information in the court proceeding, so long as if he (i) files any document containing the trade secret is filed under seal seal; and the individual (ii) does 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 in this agreement or any of any policies or agreements of the Group or its affiliates applicable to the 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 Group or its affiliates or obtain their prior approval before engaging in any such communications.

Protected Rights. Notwithstanding anything Nothing in the this Separation Agreement or the Covenants Agreement to the contrary, (i) nothing in the Agreement, including but not limited to any release provided under the Agreementprohibits Executive from filing a charge with, or other agreement prohibits the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the U.S. Equal Opportunity Commission, the Department of Justice, the SECSecurities and Exchange Commission, the Congress Congress, and any agency Inspector General (the “Government Agencies”)General, or communicating making other disclosures that are protected under the whistleblower provisions of federal law or regulation. This Separation Agreement does not limit Executive’s ability to communicate with the Government Agencies any government agencies or otherwise participating participate in any investigation or proceedings proceeding that may be conducted by the Government Agenciesany government agency, including providing documents or other information, or engaging in any concerted activities or other actions as protected by without notice to the National Labor Relations Act; (ii) the Executive Company. In addition, this Separation Agreement does not need the prior authorization of the Companies to take any action described in (i), and the Executive is not required to notify the Companies that he or she has taken any action described in (i); and (iii) neither the Agreement nor such release limits the limit Executive’s right to receive an award for providing information relating provided to a possible securities law violation to the SECany government agencies. Further, notwithstanding the foregoing, the Executive is advised that an individual shall not be held criminally or civilly liable under any federal, state, federal or local state trade secret law for the disclosure of a trade secret that (xa) 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 or of law; or (yb) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an An individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the trade secret to his or her the attorney of the individual and use the trade secret information in the court proceeding, so long as if the individual (A) files any document containing the trade secret is filed under seal seal; and the individual (B) does not disclose the trade secret secret, except pursuant to court order.

Protected Rights. Notwithstanding anything Nothing in the this Release Agreement or the Covenants Agreement otherwise limits Executive’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the contrarySecurities and Exchange Commission (the “SEC”) or any other federal, (i) nothing in the Agreement, including but not limited to any release provided under the Agreement, state or other agreement prohibits the Executive from reporting possible violations of law or regulation to any local governmental agency or entitycommission (“Government Agency”) regarding possible legal violations, including but not limited without disclosure to the Department of Justice, the SEC, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with the Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by the Government Agencies, including providing documents or other information, or engaging in any concerted activities or other actions as protected by the National Labor Relations Act; (ii) the Company. Executive does not need the prior authorization of the Companies Company to take make any action described in (i)such reports or disclosures, and the Executive is shall not be required to notify the Companies Company that he such reports or she has taken disclosures have been made. The Company may not retaliate against Executive for any action described of these activities, and nothing in this Release or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the SEC or any other Government Agency. Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (iwhich added 18 U.S.C. § 1833(b); and (iii) neither the Agreement nor such release limits the Executive’s right to receive an award for providing information relating to a possible securities law violation to the SEC. Further), notwithstanding the foregoing, the Executive acknowledges that Executive shall not be held criminally have criminal or civilly liable civil liability under any federal, state, federal or local State trade secret law for the disclosure of a trade secret that (xa) is made (Ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; attorney and (Bii) solely for the purpose of reporting or investigating a suspected violation or of law; or (yb) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. AdditionallyIn addition and without limiting the preceding sentence, an individual suing an employer if Executive files a lawsuit for retaliation based on by the Company for reporting of a suspected violation of law law, Executive may disclose a the trade secret to his or her Executive’s attorney and may use the trade secret information in the court proceeding, so long as if Executive (x) files any document containing the trade secret is filed under seal and the individual (y) does not disclose the trade secret secret, except pursuant to court order. Nothing in this Release Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section.

Protected Rights. Notwithstanding anything in the Agreement or the Covenants Agreement to the contraryforegoing, (i) nothing in the Agreement, including but not limited to any release provided under the Agreementthis Separation Agreement prohibits Executive from filing a charge with, or other agreement prohibits the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the U.S. Equal Opportunity Commission, the Department of Justice, the SECSecurities and Exchange Commission, the Congress Congress, and any agency Inspector General (the “Government Agencies”)General, or communicating making other disclosures that are protected under the whistleblower provisions of federal law or regulation. This Separation Agreement does not limit Executive’s ability to communicate with the Government Agencies any government agencies or otherwise participating participate in any investigation or proceedings proceeding that may be conducted by the Government Agenciesany government agency, including providing documents or other information, or engaging in any concerted activities or other actions as protected by without notice to the National Labor Relations Act; (ii) the Executive Company. In addition, this Separation Agreement does not need the prior authorization of the Companies to take any action described in (i), and the Executive is not required to notify the Companies that he or she has taken any action described in (i); and (iii) neither the Agreement nor such release limits the limit Executive’s right to receive an award for providing information relating provided to a possible securities law violation to the SECany government agencies. Further, notwithstanding the foregoing, the Executive is advised that an individual shall not be held criminally or civilly liable under any federal, state, federal or local state trade secret law for the disclosure of a trade secret that (xa) 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 or of law; or (yb) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an An individual suing who files a lawsuit for retaliation by an employer for retaliation based on the reporting of a suspected violation of law may disclose a the trade secret to his or her the attorney of the individual and use the trade secret information in the court proceeding, so long as if the individual (A) files any document containing the trade secret is filed under seal seal; and the individual (B) does not disclose the trade secret secret, except pursuant to court order. Without limiting the protection set forth in this Section 4 and except as would otherwise violate the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, Executive represents and covenants that as of the date of this Agreement he is not aware of any instances of material noncompliance with federal, state or local laws by any Released Party.

Protected Rights. Notwithstanding anything in the Agreement or the Covenants Agreement to the contrary, (i) Participant understands that nothing in this Agreement limits Participant’s ability to file a charge or complaint with the AgreementEqual Employment Opportunity Commission, including but not limited to the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any release provided under the Agreementother federal, state or other agreement prohibits the Executive from reporting possible violations of law or regulation to any local governmental agency or entity, including but not limited to the Department of Justice, the SEC, the Congress and any agency Inspector General commission (the “"Government Agencies”"), or communicating . Participant further understands that nothing in this Agreement limits (a) Participant’s ability to communicate with the any Government Agencies Agency or otherwise participating participate in any investigation or proceedings proceeding that may be conducted by the any Government AgenciesAgency, including providing documents or other information, without notice to the Company, or engaging in any concerted activities or other actions as protected by the National Labor Relations Act; (iib) the Executive does not need the prior authorization of the Companies to take any action described in (i), and the Executive is not required to notify the Companies that he or she has taken any action described in (i); and (iii) neither the Agreement nor such release limits the ExecutiveParticipant’s right to receive an award for providing information relating provided to a possible securities law violation to the SECany Government Agency. FurtherIn addition, notwithstanding the foregoing, the Executive 18 U.S.C. § 1833(b) provides: "An individual shall not be held criminally or civilly liable under any federal, state, Federal or local State trade secret law for the disclosure of a trade secret that (xA) is made (Ai) in confidence to a federalFederal, stateState, 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 or of law; or (yB) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). AdditionallyAccordingly, the parties to this have the right to disclose in confidence trade secrets to Government Agencies, or to an individual suing an employer attorney, for retaliation based on the sole purpose of reporting of or investigating a suspected Exhibit A to RSU Award Agreement violation of law may law. The parties also have the right to disclose trade secrets in a trade secret to his document filed in a lawsuit or her attorney and use the trade secret information in the court other proceeding, so long as any document containing but only if the trade secret filing is filed made under seal and the individual does not disclose the trade secret except pursuant to court orderprotected from public disclosure.

Protected Rights. Notwithstanding anything Nothing in this agreement is intended to, or does, prohibit the Agreement or the Covenants Agreement to the contrary, Executive from (i) nothing in the Agreementfiling a charge or complaint with, including but not limited to any release provided under the Agreementproviding truthful information to, or other agreement prohibits the Executive from reporting possible violations of law or regulation to any cooperating with an investigation being conducted by a governmental agency or entity, including but not limited to (such as the Department of Justice, the SEC, the Congress Securities and any agency Inspector General Exchange Commission (the “Government AgenciesSEC”), or communicating with the Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by the Government Agencies, including providing documents or other information, or engaging in any concerted activities or other actions as protected by the National Labor Relations Act); (ii) the Executive does not need the prior authorization of the Companies to take any action described engaging in (i), and the Executive is not required to notify the Companies that he or she has taken any action described in (i)other legally-protected activities; and (iii) neither the Agreement nor such release limits the Executive’s right to receive an award for providing information relating giving truthful testimony or making statements under oath in response to a possible securities 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 to the SECof law. Further, notwithstanding the foregoingAccordingly, the Executive understands that he shall not be held criminally or civilly liable under any federal, state, federal or local state trade secret law for the disclosure of a trade secret that (xi) 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 or of law; or (yii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. AdditionallyThe Executive likewise understands that, an individual suing an employer in the event he files a lawsuit for retaliation based on by any member of the Group for reporting of a suspected violation of law law, he may disclose a the trade secret secret(s) of such Group Company to his or her attorney and use the trade secret information in the court proceeding, so long as if he (i) files any document containing the trade secret is filed under seal seal; and the individual (ii) does 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 in this agreement or any of any policies or agreements of the Group or its affiliates applicable to the 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 Group or its affiliates or obtain their prior approval before engaging in any such communications.