The Executive understands that the Company and any of its Affiliates, from time to time, may impart Confidential Information to the Executive, whether such information is written, oral, electronic or graphic. The Executive hereby acknowledges the Company’s exclusive ownership of such Confidential Information. In exchange for good and valuable consideration, including the Executive’s employment hereunder and the Executive’s Base Salary, for the duration of the Executive’s employment and for all times thereafter, the Executive agrees that the Executive shall: (x) only use the Confidential Information in the performance of the Executive’s duties hereunder; (y) only communicate the Confidential Information to fellow employees, agents and representatives strictly on a need-to-know basis; and (z) not otherwise disclose or use any of the Confidential Information, except as may be required by law or otherwise authorized by the Board. Notwithstanding the foregoing, the Executive understands that: (i) nothing in this Agreement or other agreement prohibits the Executive from reporting possible violations of law or regulation to any federal, state, or local governmental agency or entity (the “ Government Agencies ”), or communicating with Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information; (ii) the Executive does not need the prior authorization of the Company to take any action described in clause (i) immediately above, and that the Executive is not required to notify the Company that the Executive has taken any action described in clause (i) immediately above; and (iii) this Agreement does not limit the Executive’s right to receive an award for providing information relating to a possible securities law violation to the U.S. Securities and Exchange Commission (the “ SEC ”). Further, the Executive understands that the Defend Trade Secrets Act of 2016 provides that an individual 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.