Protected Activity. (A) Employee understands and acknowledges that nothing in this Agreement prohibits, penalizes, or otherwise discourages Employee from reporting, providing testimony regarding, or otherwise communicating any nuclear safety concern, workplace safety concern, or public safety concern to the U.S. Nuclear Regulatory Commission (NRC) or the U.S. Department of Labor (DOL). Employee further understands and acknowledges that the provisions of this Agreement are not intended to restrict Employee’s communication with, or full cooperation in, proceedings or investigations by any agency relating to nuclear regulatory or safety issues. Employee understands that nothing in the Agreement waives Employee’s right to file a claim with the DOL pursuant to Section 211 of the Energy Reorganization Act, but Employee expressly waives Employee’s right to recover from the Company any and all damages or other equitable relief, including, but not limited to reinstatement, back pay, front pay, compensatory damages, attorney fees or costs, that may be awarded to Employee by the DOL as a result of such a claim.

Detrimental Activity. In the event you engage in Detrimental Activity prior to, or during the one year period following the later of your Termination of Directorship or any vesting of RSUs, the Committee may direct (at any time within one year thereafter) that all =vested RSUs and all vested but unpaid RSUs (including any Dividend Equivalents credited thereupon) shall be immediately forfeited to the Company and that you shall pay over to the Company the amount realized from any RSUs or any Common Stock or Dividend Equivalents paid in connection therewith.

Illegal Activity. No portion of the Property has been or will be purchased with proceeds of any illegal activity.

Competitive Activity. The term “Competitive Activity” shall mean the Executive’s participation without the written consent of the Board in the management of any business enterprise which manufactures or sells any product or service competitive with any product or service of the Company or its subsidiaries. Competitive Activity shall not include the ownership of less than five (5) percent of the securities in any enterprise and exercise of any ownership rights related thereto.

Disqualifying Activity. Notwithstanding any other provision of this Agreement, if the Committee determines that Participant is engaging in, or has engaged in, a Disqualifying Activity, the provisions of [Section 10(b)] of the Plan will apply.

Except as set forth on [Schedule VI], neither ​ nor any of its Subsidiaries is engaged in any line of business that is not related to the healthcare industry other than the sale of life insurance in connection with the sale of medical, dental and vision insurance or other healthcare services, sale of long term care insurance, or any business or activity which is immaterial to ​ and its Subsidiaries on a consolidated basis.

Prohibited Activity. For a period that begins on the Effective Date and ends on the later of # the date the last payment required by Paragraph 2 is due or # the first anniversary of the Effective Date, Employee shall not engage in a Prohibited Activity. A “Prohibited Activity” includes: # any activity that would give rise to termination for Cause (as defined in the plan document for the Interpublic Executive Severance Plan); # a material violation of any rule, policy or procedure of Interpublic (or any Affiliate where the Participant is employed), including but not limited to the Code of Conduct of Interpublic (and any such Affiliate); or # any other conduct or act that the Administrative Committee (as defined in the plan document for the Interpublic Executive Severance Plan) or the Compensation and Leadership Talent Committee of Interpublic’s Board of Directors determines is injurious, detrimental or prejudicial to any interest of Interpublic. If the Participant breaches any provision of this paragraph, Employee shall forfeit any unpaid amounts required by Paragraph 2.

The Company acknowledges that all services and advice (written or oral) provided by Aspen to the Company in connection with the Engagement are intended solely for the benefit and use of the Company in considering the subject matter to which they relate, and the Company agrees that no person or entity (including any shareholders of the company) other than the Company shall be entitled or advised to make use of or rely upon the advice of Aspen provided pursuant hereto, and no such opinion or advice shall # be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, or # filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, in either case without Aspen's prior written consent. In any event, neither the Company nor any other parties may use the Aspen name in any public references, press releases or public filings in connection with the Company without Aspen’s prior written consent.

Limitation. Notwithstanding the provisions of section 9.1 above, Kx assumes no liability for # infringements arising from combinations of the Licensed Software with non-Kx software or hardware products, including any of ​’s products, # modifications to the Licensed Software made by any party other than Kx or Kx’s authorized representative or made under Kx’s direction, # use of a prior version of the Licensed Software to the extent such infringement would have been avoided by the use of the current version of the Licensed Software, provided that Kx has offered or provided such current version to ​ at no additional cost, or # trademark infringements involving any marking or branding not applied by Kx or involving any marking or branding applied at the request of ​ and not approved by Kx.

LIMITATION. The amendments set forth in this Amendment shall be limited precisely as written and shall not be deemed # to be a waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which Bank may now have or may have in the future under or in connection with the Loan Agreement or any instrument or agreement referred to therein; or # to be a consent to any future amendment or modification or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof. Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect.