During Employment. You will devote one hundred percent (100%) of your full business time, attention, energy, and effort to the business affairs of the Employer and the Company. Except with the prior written consent of the Employer, during your employment with the Company or the Employer, you shall not, individually or jointly with others, directly or indirectly, whether for your own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a full service restaurant business, and you shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person or entity. You shall not serve on the board of directors or advisory committee of any other company without the prior written consent of the Employer, which consent shall not be unreasonably withheld.

During Employment. During Employee’s employment hereunder, Employee shall not engage, directly or indirectly, as an employee, officer, director, partner, manager, consultant, agent, owner (other than a minority shareholder or other equity interest of not more than 1% of a company whose equity interests are publicly traded on a nationally recognized stock exchange or over-the-counter) or in any other capacity, in any competition with the Company or any of its subsidiaries.

Activity During Employment. If, prior to termination of the Key Employee’s employment with the Company or during the one-year period following termination of the Key Employee’s employment with the Company, the Company becomes aware that, prior to termination, the Key Employee had engaged in Detrimental Activity, then the Committee in its sole discretion, for purposes of this Agreement, may characterize or recharacterize termination of the Key Employee’s employment as a termination to which this [Section 4] applies and may determine or redetermine the date of such termination, and the Key Employee’s rights with respect to the Grant shall be determined in accordance with the Committee’s determination.

During Employment Term. Employee agrees that during the Employment Term, he will devote such business time, attention and energies reasonably necessary ​ diligent and faithful performance of the services ​ and its respective affiliates, and he will not engage in any way whatsoever, directly or indirectly, in any business that is a competitor with the Company's or its respective affiliates' principal business, that is a reasonably anticipated extension of their principal business, or that is engaged in the research or development of a product that will compete with the Company’s or its respective affiliates’ principal business, nor solicit customers, suppliers or employees of the Company or its respective affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor with the Company's or its respective affiliates' principal business. In addition, during the Employment Term, Employee will undertake no planning for or organization of any business activity competitive with the work he performs as an employee of the Company, and Employee will not combine or conspire with any other employee of the Company or any other person for the purpose of organizing such competitive business activity.

Compensation and Benefits During Employment. ​ will provide the following compensation and benefits to Executive:

Confidentiality. The Receiving Party shall keep in confidence all Confidential Information of the Disclosing Party with the same degree of care it employs to maintain the confidentiality of its own Confidential Information, but no less than a reasonable degree of care. The Receiving Party shall not use such Confidential Information for any purpose other than in performance of this Agreement, or in the case of Arcus as the Receiving Party, in accordance with the rights granted to Arcus under this Agreement, or disclose the same to any other Person other than to such of its own and its Affiliates’ employees, agents, sublicensees and subcontractors who have a need to know such Confidential Information to implement the terms of this Agreement and who are bound by written obligations of confidentiality and non-use at least as restrictive as those set forth herein. A Receiving Party shall advise any employee, agent, sublicensee and subcontractor who receives Confidential Information of such obligations under this Agreement. The Receiving Party will be liable for breach of this [Section 6] by any of its employees, agents, sublicensees and subcontractors. Notwithstanding anything to the contrary herein, Abmuno, as the Receiving Party, may disclose Confidential Information of Arcus, as the ​ CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Confidentiality. The Administrative Agent and ​ agreesagree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates and its and its Affiliates’ respective directors, officers, members, controlling persons, advisors, funding or financing sources, investors, partners, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), # to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), # to the extent required by applicable Legal Requirements or by any subpoena or similar legal process or in connection with any required public filings, # to any other party hereto, provided that any disclosure to any Primoris Lender shall be subject to [Section 10.23], # in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the protection or enforcement of rights hereunder or thereunder, # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of, pledgee under [Section 10.06(f)] or Participant in, or any prospective assignee of, pledgee under [Section 10.06(f)] or Participant in, any of its rights or obligations under this Agreement or # any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, # with the consent of the Borrower, # to industry trade organizations information with respect to the Loan Documents to the extent customary for inclusion in league table measurements or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by any Loan Party, provided that, in the case of information received from a Loan Party after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Confidentiality. The Participant agrees not to disclose the existence or terms of this Award to any other employees of the Company or third parties with the exception of the Participant’s accountants, attorneys, or spouse, and shall ensure that none of them discloses such existence or terms to any other person, except as required to comply with legal process.

Confidentiality. Each Holder will, and will cause its officers, directors, employees, legal counsel, accountants, financial advisors and other representatives (the “Restricted Parties”) to, hold in confidence any material nonpublic information received by them pursuant to this Agreement, including without limitation any material nonpublic information included in any Registration Statement, Prospectus or Issuer Free Writing Prospectus proposed to be filed with the SEC (until such Registration Statement, Prospectus or Issuer Free Writing Prospectus has been filed) or provided pursuant to [Section 5.1(i)] hereof. This [Section 11.2] shall not apply to any information which: # is or becomes generally available to the public other than as a result of a non-permitted disclosure; # was already in the Holder’s possession from a non-confidential source prior to its disclosure by the Company; # is or becomes available to the Holder on a non-confidential basis from a source other than the Company; provided, that such source is not known by the Holder to be bound by confidentiality obligations; or # is required to be disclosed by law, an order of a court or by rules and regulations of an applicable regulatory authority. In the case of proposed disclosure pursuant to # above, such Person shall, to the extent permitted by applicable law, be required to give the Company written notice of the proposed disclosure prior to such disclosure and to cooperate with the Company, at the Company’s cost, in any effort the Company undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with this provision, the Restricted Parties will furnish only that portion of such information that the Restricted Parties are advised by legal counsel is legally required and will exercise their commercially reasonable efforts, at the Company’s expense, to obtain an order or other reliable assurance that confidential treatment will be accorded such information.

Confidentiality. The Bank, including as Letter of Credit Issuer, agrees to hold any confidential information that it may receive from Borrowers pursuant to this Agreement in confidence, except for disclosure # to the extent they need to know in connection with the negotiation, administration or enforcement of the Loan Documents, to # its Affiliates, and any of the officers, directors, employees and agents of any of the foregoing; and # to legal counsel, accountants and other professional advisors to Borrowers or the Bank; # to regulatory officials having jurisdiction over the Bank; # as required by Law or legal process or in connection with any legal proceeding to which either of the Bank or Borrowers are adverse parties; # to another financial institution in connection with a disposition or proposed disposition to that financial institution of all or part of its interests hereunder or a participation interest in its proportionate share; or # if an Event of Default has occurred and is continuing, to the extent that the Bank determines such disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Loan Documents. For purposes of the foregoing, "confidential information" shall mean all information respecting Borrowers or their Affiliates or their respective businesses delivered to the Bank, other than # information that was publicly known prior to the time of such disclosure (including information previously filed with any Tribunal and available to the public), # information that subsequently becomes publicly known through no violation of this Section by the Bank, its Affiliates or any of the officers, directors, employees and agents of any of the foregoing and # information that otherwise becomes known to the Bank other than through non-confidential disclosure by, or on behalf of, Borrowers or any Affiliate thereof. Nothing in this [Section 9.28] shall be construed to create or give rise to any fiduciary duty on the part of any of the Bank to Borrowers.

Confidentiality. Agent and ​ each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Borrower and its Subsidiaries, their operations, assets, and existing and contemplated business plans shall be treated by Agent and the ​ in a confidential manner, and shall not be disclosed by Agent and the ​ to Persons who are not parties to this Agreement, except: # to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group, so long as such other attorneys, advisors, accountants, auditors, and consultants are informed as to the confidential nature of such information and are instructed to treat such information as confidential or are otherwise obligated to maintain the confidentiality of such information, # to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this [Section 11.10], # as may be required by statute, decision, or judicial or administrative order, rule, regulation or any Governmental Authority (other than any state, federal or foreign authority or examiner regulating banks or banking); provided that Agent or any such Lender shall notify Borrower of such requirement prior to any disclosure of such information to a party that Agent or such Lender reasonably believes may not keep such information confidential and shall reasonably cooperate with Borrower in any lawful effort by Borrower to prevent or limit such disclosure or otherwise protect the confidentiality of such information, # as may be agreed to in advance by Borrower or its Subsidiaries or as requested or required by any Governmental Authority pursuant to any subpoena or other legal process; provided that Agent or any such Lender shall notify Borrower of such requirement prior to any disclosure of such information to a party that Agent or such Lender reasonably believes may not keep such information confidential and shall reasonably cooperate with Borrower in any lawful effort by Borrower to prevent or limit such disclosure or otherwise protect the confidentiality of such information, # as requested or required by any state, federal or foreign authority or examiner regulating banks or banking, # as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the ​), # in connection with any assignment, prospective assignment, sale, prospective sale, participation or prospective participations, or pledge or prospective pledge of any Lender’s interest under this Agreement, provided that any such assignee, prospective assignee, purchaser, prospective purchaser, participant, prospective participant, pledgee, or prospective pledgee shall have agreed in writing to receive such information hereunder subject to the terms of this Section, and # in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents. The provisions of this [Section 11.10] shall survive for 2 years after the payment in full of the Obligations.

Seller and its Affiliates and their respective officers, directors, partners, managers, shareholders, employees, agents and representatives will not disclose any confidential information about Purchaser or any of its Affiliates obtained as a result of the exercise of its rights or performance of its obligations under this Agreement. The obligations of Seller under this Section will survive the termination or expiration of this Agreement.

Confidentiality. The terms of this Agreement and any information related to ​ and/or the Business shall be kept strictly confidential by the Parties and their Representatives, which confidentiality will survive the Closing or termination of this Agreement for a period of three (3) years; provided however, that the Parties may disclose confidential information to the extent required by law or any governmental authority of competent jurisdiction and to employees, members, agents, attorneys, accountants and advisors as required to perform the obligations under this Agreement.

Confidentiality. Each of the Seller Parties and Buyer Parties will, and will cause their respective Representatives to: # treat and hold in strict confidence any Confidential Information, and will not use for any purpose, nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the other Party’s prior written consent; # in the event that a Party becomes legally compelled to disclose any Confidential Information, to provide the other Parties with prompt written notice of such requirement so that such other Party may seek a protective order or other remedy or waive compliance with this [Section 5.5]; # in the event that such protective order or other remedy is not obtained, or such other Party waives compliance with this [Section 5.5], to furnish only that portion of such Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise their commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and # to promptly furnish to such other Party any and all copies (in whatever form or medium) of all such Confidential Information and to destroy any and all additional copies of such Confidential Information and any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof; provided, however, that Confidential Information shall not include any information which, at the time of disclosure by a Party or its Representatives, is generally available publicly and was not disclosed in breach of this Agreement by a Party or its Representatives. Notwithstanding anything else herein, each Party shall be permitted to disclose the transactions contemplated in this Agreement and the Ancillary Documents to # any Person for whom consent, notice, waiver or approval is required in connection with such transactions, solely for the purpose of satisfying such consent, notice, waiver or approval requirement, # their Representatives, # their stockholders, limited partners and other holders of securities, # the courts, the Independent Expert or an arbitrator pursuant to [Sections 1.5, 8.4 and 9.100]0]0]], # any Tax Governmental Authority in connection with any tax audit, examinations or other similar tax Action involving any tax return or tax matter, and # any Governmental Authority to the extent necessary or advisable in compliance with Law.

Confidentiality. Each of the Parties represents and agrees that it will keep the terms, provisions and amounts in this Agreement confidential and that it will not, without the consent of the other Party, disclose, divulge or furnish such confidential information to any person other than their immediate families, their attorney and accountant (all of whom will be informed of and bound by this confidentiality provision) except as required by law or, if necessary, to any applicable taxing authorities.