Apogee Enterprises, Inc.
4400 West 78th Street, Suite 520
Minneapolis, Minnesota 55435
February 8, 2019
Re: Confidentiality Agreement
Ladies and Gentlemen:
This Confidentiality Agreement (this Agreement), dated as of February 8, 2019, is made by and among Apogee Enterprises, Inc., a Minnesota corporation (the Company), and Engaged Capital LLC, Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest VIII, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd., Engaged Capital Holdings, LLC and Glenn W. Welling (collectively, Engaged Capital, you or your).
1. Upon the terms of, and subject to the conditions in, this Agreement, you and your Representatives (as defined below), may receive certain information about the Company that is confidential and proprietary, the disclosure of which could harm the Company and its Affiliates (as defined below).
2. As a condition to you or any of your Representatives being furnished such information, you agree to treat, and to instruct your Representatives to treat, any information, whether written or oral, concerning the Company or any of its Affiliates that is furnished to you or your Representatives (such information herein collectively referred to as the Confidential Information) in accordance with the provisions of this Agreement, and to take or abstain from taking, and to instruct your Representatives to take or abstain from taking, certain other actions as set forth herein. The term Confidential Information includes, without limitation, all notes, analyses, data or other documents furnished to you or your Representatives or prepared by you or your Representatives to the extent such materials reflect or are based upon, in whole or in part, the Confidential Information. The term Confidential Information does not include information that (a) was within your or any of your Representatives possession on a non-confidential basis (or any confidentiality restrictions have lapsed) prior to it being furnished to you by the Company or its Representatives; (b) is or becomes available to you or your Representatives from a source other than the Company or its Representatives, provided that such source is not known by you or your Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation to, the Company or any of its Affiliates that prohibits such disclosure; (c) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives in violation of this Agreement; or (d) has been or is independently developed by you or your Representatives without the use of the Confidential Information or in violation of the terms of this Agreement. For the avoidance of doubt, the term Confidential Information does not include the existence and the terms and conditions of this Agreement.