EXHIBIT A: TO THE 2020 NOTICE OF GRANT AND
RESTRICTED CASH RETENTION AWARD AGREEMENT
As a condition precedent to the Company granting you the Restricted Award, and in order to receive any cash payments pursuant to such grant, Participant must have complied with the following restrictive conditions, through and including the Vesting Date and any post-employment restrictions that are applicable. Any capitalized term in this Exhibit A that is not defined herein shall have the meaning set forth in the Notice of Grant and Restricted Cash Retention Award Agreement.
1. Nondisclosure and Nonuse of Confidential Information.
Participant shall not use or disclose to any person, either during Participants Continuous Service or thereafter, any Confidential Information (as defined below) of which Participant is or becomes aware, whether or not such information is developed by him or her, for any reason or purpose whatsoever, nor shall he or she make use of any of the Confidential Information for his or her own purposes or for the benefit of any person except the Company or its affiliates, except (i) to the extent that such disclosure or use is directly related to and required by Participants performance in good faith of duties assigned to Participant by the Company or an affiliate thereof or (ii) to the extent required to do so by a court of competent jurisdiction. Participant will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Participant shall deliver to the Company at the termination of Participants Continuous Service, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as defined below) of the Company or any affiliate thereof that Participant may then possess or have under his or her control.
Confidential Information means information that is not generally known to the public (including the existence and content of the Notice of Grant) and that is used, developed or obtained by the Company or any of its affiliates in connection with its business, including, but not limited to, information, observations and data obtained by Participant during Participants Continuous Service with the Company, an affiliate or any predecessors thereof (including those obtained prior to the date of the Notice of Grant) concerning (i) the business or affairs of the Company or any affiliate (or such predecessors) and (ii) products, services, fees, costs, pricing structures, analyses, drawings, photographs and reports, computer software (including operating systems, applications and program listings), data bases, accounting and business methods, inventions, devices, new developments, methods and processes (whether patentable or unpatentable and whether or not reduced to practice), customers and clients and customer and client lists, all technology and trade secrets, and all similar and related information in whatever form. Notwithstanding the foregoing, Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Participant proposes to disclose or use such information.
Participant acknowledges and agrees that the existence, terms and amount of the Notice of Grant is confidential in nature. In consideration of the Company granting the Restricted Award to Participant, Participant agrees that the Notice of Grant (i) will be kept confidential by Participant and (ii) will not, without the Companys prior written consent, be disclosed to any employee of the Company or any other person (other than any attorney, accountant, or spouse of a Participant or as required by law).
For the avoidance of doubt, this Section 1 does not prohibit or restrict the Participant (or the Participants attorney) from responding to any inquiry about the Notice of Grant or its underlying facts and circumstances by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization or governmental entity, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Participant understands and acknowledges that he or she does not need the prior authorization of the Company or an affiliate thereof to make any such reports or disclosures and that he or she is not required to notify the Company that he has made such reports or disclosures.
Notwithstanding anything in this Section 1 or elsewhere in the Notice of Grant to the contrary, the Participant understands that he or she may, pursuant to the U.S. Defend Trade Secrets Act of 2016 (DTSA), without informing the Company prior to any such disclosure, disclose Confidential Information (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or