Non-Disclosure of Information. In the event Employee 's employment has been terminate, Employee agrees that, during the Restricted Period, Employee will not knowingly use or disclose any Proprietary Information of the Company for the Employee's own purposes or for the benefit of any entity engaged in Competitive Business Activities. As used herein, the term "Proprietary Information" shall mean trade secrets or confidential proprietary information of the Company which are material to the conduct of the business of the Company. No information can be considered Proprietary Information unless the same is a unique process or method material to the conduct of the Company's business, or is a customer list or similar list of persons engaged in business activities with Company, or if the same is otherwise in the public domain or is required to be disclosed by order of any court or by reason of any statute, law, rule, regulation, ordinance or other governmental requirement. Employee further agrees that in the event his employment is terminated all Documents in his possession at the time of his termination shall be returned to the Company at the Company's principal place of business.

Non-Disclosure of Terms. The Parties shall not at any time communicate or divulge any information regarding the circumstances surrounding this Agreement, or the terms and conditions or amounts payable under this Agreement, to any other Person; provided, however, that nothing in this Section 6(d) shall prevent Consultant from sharing with his legal, accounting and financial advisors on a confidential basis any legal or financial information regarding this Agreement or from disclosing to those with whom Consultant is working at the Company that he is a consultant. However, if the Company determines that this Agreement is deemed to be material and, therefore, subject to disclosure by the Company pursuant to various legal requirements, this clause will be deemed void in its entirety and will not be considered a breach of this Agreement upon the Company filing this Agreement or otherwise making this agreement public.

Confidentiality and Non- Disclosure. The Company is prepared to make available to GSS upon GSS's request, certain confidential information concerning the business, financial condition, operations, assets and liabilities of the Company in connection with the performance of its duties hereunder. As a condition to such information being furnished to GSS and its employees or agents, GSS agrees to treat any information concerning the Company (whether prepared by the Company, its advisors, attorneys, investors or otherwise and irrespective of the form of communication) which is furnished to GSS or to its employees or agents now or in the future by or on behalf of the Company (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this Agreement. GSS shall take or abstain from taking certain actions with respect to the Evaluation Material as hereinafter set forth. The term "Evaluation Material" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by GSS, its employees or agents which contain, reflect or are based upon, in whole or in part, the information furnished to GSS, its employees or agents by the Company, its advisors, attorneys, investors or otherwise pursuant hereto. The term "Evaluation Material" does not include information which # is or becomes generally available to the public other than as a result of a disclosure by GSS, its employees or agents, or # becomes available to GSS on a non-confidential basis from a source other than the Company (including, without limitation, any of the Company's directors, officers, employees or agents), or any of its attorneys, accountants, investors, consultants, bankers and financial advisors (collectively, the "Representatives"), provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other Party with respect to such information. GSS hereby agrees that GSS, its employees and agents shall use the Evaluation Material solely for the purposes contemplated by and in connection with the Services to be rendered under this Agreement, that the Evaluation Material will be kept confidential and that GSS, its employees and agents will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that GSS may make any disclosure, consistent with GSS' duties under this Agreement, of the Evaluation Material to which the Company give its prior written consent, in each instance. However, the Company will not provide GSS or any GSS affiliate with any material non-public information without prior written notice to GSS, in which event GSS will only accept receipt of such material non-public information after the signing of a separate non-disclosure agreement between the Company and GSS.

Award Contingent Upon Execution of this Agreement and of Non-Compete. This Award is contingent upon the Participant’s execution of this Agreement and the associated non-compete agreement, which is a condition precedent to this Award. This Award shall be void, and the Participant shall not be entitled to any rights hereunder, unless the Participant executes the non-compete agreement on or before , and thereafter fully complies with its terms.

“Non-Compete Period” means the period beginning on the Effective Date and ending six months after the Termination Date: provided, however, that if the Executive’s termination does not occur during a Protected Period, the Non-Compete Period ends on the Termination Date.

During the Non-Solicit Period, Seller and its Affiliates, on the one hand, and Buyer and Partnership and their respective Affiliates, on the other hand, each will not, directly or indirectly, in any manner (whether on its own account, or as an owner, operator, manager, consultant, officer, director, employee, investor, agent or otherwise), except with prior written consent from the other Party, hire or engage, or recruit, solicit or otherwise attempt to employ or engage, or enter into any business relationship with, any Person currently or formerly (within six months prior to the Closing Date) employed by, or providing consulting or other services to, with respect to Seller, the Buyer, the Partnership or any of their Affiliates, or, with respect to Buyer and the Partnership, Seller or any of its Affiliates, or induce or attempt to induce any Person to leave such employment, consulting or other services arrangement; provided, that nothing in this Section 4.5(a) shall prohibit Seller or Buyer (as the case may be) and their respective Affiliates from soliciting or hiring any Person pursuant to general solicitations of employment (not brought to the attention of such Person, directly or indirectly, by such Party or its Affiliates or their agents) or from soliciting or hiring any Person whose employment the other Party or its Affiliates has terminated involuntarily prior to the date of such solicitation or hire, other than as a result of actions by the Party making the solicitation or hire.

Notwithstanding the forgoing provisions, Campbell Companies, in its sole and absolute discretion, may discontinue the Non-Compete Payments at any time during the Non-Compete Period by releasing Employee of his/her obligations to Campbell Companies under this paragraph 4. The discontinuance by Campbell Companies of Non-Compete Payments shall have no impact on Employee’s other contractual obligations set forth in this RCA including, but not limited to, the post-employment obligations set forth in paragraphs 1-3.

Section # Confidentiality, Non-Solicitation and Non-Compete.

() ​ shall be entitled to () cancel any unexercised stock options granted under any senior officer equity incentive compensation plan from and after the Effective Date (the “Post-Agreement Date Option Grants”), # cease payment of any General Non-Compete Benefits, Change in Control Non-Compete Benefits and/or other similar payments (including those under the Supplemental Retirement Plan) otherwise due hereunder, # seek other appropriate relief, including, without limitation, repayment by Executive of General Non-Compete Benefits, Change in Control Non-Compete Benefits and/or other similar payments (including those under the Supplemental Retirement Plan); and

Cause has the same definition as under any employment or service agreement between the Company or any Affiliate and the Participant or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition, Cause means # the Participant’s act or failure to act amounting to gross negligence or willful misconduct to the detriment of the Company or any Affiliate; # the Participant’s dishonesty, fraud, theft or embezzlement of funds or properties in the course of Participant’s employment; # the Participant’s commission of or pleading guilty to or confessing to any felony; or # the Participant’s breach of any restrictive covenant agreement with the Company or any Affiliate, including but not limited to, covenants not to compete, non-solicitation covenants and non-disclosure covenants. For purposes of the Plan, the Participant’s resignation in anticipation of termination of employment for Cause shall constitute a termination of employment for Cause.