Prohibited Conduct. During the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee):

Detrimental Conduct. The Committee may, in its sole discretion, require a Covered Executive or Other Executive who has engaged in Detrimental Conduct to repay to the Company any Incentive Compensation Received by such Covered Executive or Other Executive during the Recovery Period (or, in the case of any Incentive Compensation that has not yet been paid or settled, the Company may cancel all or any portion of such Incentive Compensation).

Permitted Conduct. Nothing in this Agreement shall prohibit or restrict you from lawfully # initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, "Governmental Authorities") regarding a possible violation of any law; # responding to any inquiry or legal process directed to you individually (and not directed to the Company Group) from any such Governmental Authorities; # testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or # making any other disclosures that are protected under the whistleblower provisions of any applicable law.

Detrimental Conduct. Any Options granted pursuant to this Agreement and the Plan are intended to align the Optionee’s long-term interests with the long-term interests of the Company. If the Company determines that the Optionee has # engaged in willful fraud that causes harm to the Company or any of its Subsidiaries, either during employment with the Company or after such employment terminates for any reason or # violated the provisions of a non-competition agreement (any such act, “Detrimental Conduct”) the Optionee shall be deemed to have acted contrary to the long-term interests of the Company. Accordingly, the following rules shall apply:

Detrimental Conduct. You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, you will not engage in Detrimental Conduct.

Employee agrees to promptly and faithfully comply with all present and future policies, requirements, directions, and reasonable requests of Company board and any rules, regulations, or other policies of the Company in connection with the Company’s business and Employee’s duties hereunder.

Prohibited Conduct. In consideration of the grant by the Company of the PBRSUs and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company, intending to be legally bound, agree to the provisions regarding “Prohibited Conduct” set forth on [Annex A] to this Agreement. [Annex A] to this Agreement is part of this Agreement.

Conduct of Business. Except # as otherwise expressly permitted by this Agreement, # as otherwise required by Law, or # as set forth in Section 5.1 of the Crestwood Disclosure Schedule, without the prior written consent of CEGPS (which consent will not be unreasonably withheld, delayed or conditioned), Crestwood agrees that from the Execution Date through the Initial Closing Date with respect to the Initial Contributed Entities and through the Second Closing Date with respect to Crestwood Pipeline East:

Conduct of Business. [[Organization A:Organization]] will, and will cause each of its Significant Subsidiaries (or, in the case of clause (b) below, each of its Subsidiaries) to, # carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and # do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent, in the case of all matters covered by this clause (b) other than the existence of [[Organization A:Organization]], that failure to do so would not reasonably be expected to have a Material Adverse Effect.

Code of Conduct. Scio Diamond has adopted a Code of Conduct to provide guidelines for the ethical conduct by directors, officers and employees. The Code of Conduct is posted on Scio Diamond’s website.