(a) This Agreement is effective as of the date hereof and shall remain in full force and effect for the duration of the Covered Period, unless terminated on such other date established by mutual consent of the parties hereto.
(b) Any obligation to tender the New Directors resignation or cause such a resignation pursuant to Section 1(e), this Section 6, and Section 8 (Trading in Securities of the Company) through Section 17 (Interpretation and Construction) shall survive the termination of this Agreement. No termination pursuant to Section 6(a) shall relieve any party hereto from liability for any breach of this Agreement prior to such termination.
7. Director Programs. The New Director shall participate in all programs in which the Companys other non-employee directors participate with respect to D&O insurance, exculpation, advancement and reimbursement of expenses and indemnification in connection with such New Directors service on the Board. No member of the Board, including the New Director, shall accept any compensation for service on the Board from any person other than the Company.
8. Trading in Securities of the Company. Except as the parties hereto may otherwise mutually agree and without limiting the provisions of Section 2, for so long as an officer, director, consultant, partner (other than a partner who is solely a limited partner) or employee of HG Vora or any of its Affiliates remains a director of the Company, HG Vora shall not, and shall cause each of its Affiliates or Associates (each as defined below) not to, other than through a trading plan established pursuant to Rule 10b-5-1 under the Exchange Act, trade in any securities of the Company (including Common Stock) during trading blackout periods generally applicable to directors under the blackout calendar as currently in effect (as it may reasonably be modified from time to time on a good faith basis). Upon request by the Company, HG Vora shall advise the Company as to its compliance with the Companys trading policies applicable to directors with respect to shares of Common Stock beneficially owned by HG Vora. The Company agrees to notify the New Director in writing on the day of the start of each open window when the directors and officers of the Company are permitted to trade in securities of the Company, other than with respect to non-discretionary sales effected by the Company that are sale to cover transactions in respect of vested employee equity awards.
9. Mutual Non-Disparagement. Subject to applicable law, each of the parties hereto covenants and agrees that, during the Covered Period, or if earlier, until such time as the other party or any of its controlled Affiliates, successors, assigns, partners, members, officers, key employees, directors or agents shall have breached this Section 9, neither it nor any of its respective Affiliates, successors, assigns, partners, members, officers, key employees, directors or agents shall in any way, directly or indirectly, cause, express or cause to be expressed, orally or in writing, any publicly disparaging remarks with regard to (or make any other public statement or communication that would reasonably be construed to be derogatory) the other party or such other partys subsidiaries, affiliates, successors, assigns, stockholders, or current, future or former officers, directors, partners, employees, agents, attorneys or representatives, or any of their businesses, products or services.
10. Confidentiality; Public Announcement.
(a) The Company hereby agrees that the New Director is permitted to and may provide confidential information subject to and in accordance with the terms of the confidentiality agreement, dated as of the date hereof, between the Company and HG Vora (the Confidentiality Agreement), which HG Vora agrees to cause the New Director to abide by.