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 Administrative Officer of Verizon (or his or her designee):

Prohibited Actions. The Employee shall not, during the Restriction Period, directly or indirectly, solicit, entice, persuade, induce or cause:

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which final unappealed judgment beyond the right of appeal is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state, or local laws.

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.

Prohibited Uses. ​ further covenants and agrees that ​ shall not use, or suffer or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in [Exhibit D], attached hereto, or in violation of the laws of the United States of America, the State of California, the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect, or any Underlying Documents. ​ shall not do or permit anything to be done in or about the Premises which will in any way damage the reputation of the Project or obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for any unlawful purpose, nor shall ​ cause, maintain or permit any nuisance in, on or about the Premises. ​ shall comply with, and ​’s rights and obligations under the Lease and ​’s use of the Premises shall be subject and subordinate to, all recorded easements, covenants, conditions, and restrictions now or hereafter affecting the Project.

Prohibited Disclosure. At no time during the Term of this Agreement or after the date that this Agreement shall terminate shall Provider or Provider Professionals or any other employees or agents of Provider, disclose to anyone, other than its attorneys, accountants, or other financial advisors, any financial or proprietary information (the “Confidential Information”) of Manager. Provider agrees that it will not disclose any Confidential Information of Manager without Manager’s express written authorization, such Confidential Information will not be used in any way directly or indirectly detrimental to Manager, and Provider will keep the Confidential Information of Manager confidential and will ensure that its advisors who have access to such Confidential Information comply with these nondisclosure obligations; provided, however, that Provider may disclose Confidential Information to those of its representatives who need to know Confidential Information for the purposes of this Agreement, provided that Provider shall inform its representatives of the confidential nature of the Confidential Information. Provider agrees to be responsible for any breach of this Section by its advisors or representatives. This provision shall survive termination of this Agreement.

Certain Limitations. In addition to other acts expressly prohibited by this Agreement or by the Law, the General Partner shall not have any authority to:

Acceleration Generally Prohibited. No acceleration of payments under the Plan shall be permitted except as authorized by the Regulations. Without limiting the generality of the foregoing:

With Prohibited Clients. Without the prior written consent of the President and Chief Executive Officer or the authorized designee thereof, Employee shall not in any capacity, whether for himself or as an officer, director, partner, employee, agent of independent contractor of any person, firm, corporation or other entity, for a period of twelve (12) months following termination of his employment with the Company and all affiliates for any reason, perform services of the type performed by Employee during the term of employment, or ©2017 Mattersight Corporation. Mattersight Restricted Confidential Information.

Prohibited Aegis Payments. Aegis hereby agrees that in the event any Obligor makes any payment to Aegis or any Affiliate thereof (including any payment received as proceeds of any Collateral for the Aegis Debt), or any other distribution of any property, on account of any Aegis Debt which payment or other distribution is # in excess of the amount of any payment or distribution which Aegis is permitted to receive under the terms of this Agreement at the time such payment or distribution is received or # expressly prohibited under this Agreement (collectively, “Prohibited Aegis Payments”), Aegis will # notify the ​-District Creditors of the occurrence of such Prohibited Aegis Payment promptly and in no event later than three (3) Business Days of the occurrence of such Prohibited Aegis Payment, and # Aegis shall be required to cure such Prohibited Aegis Payment, in cooperation with the ​-District Creditors, such that the full amount of the Prohibited Aegis Payment will be re-distributed as follows: # First, to Aegis, in an amount up to the portion of such Prohibited Aegis Payment, if any, which would have constituted a Permitted Aegis Payment if such portion had been the only payment, distribution or recovery received by Aegis or its Affiliate on account of the Aegis Debt as of the date such Prohibited Aegis Payment occurred, as payment against the outstanding Aegis Debt due and payable and permitted to be paid under this Agreement (at the time the Prohibited Aegis Payment was received); # Second, to the ​-District Creditors, in an amount up to the remaining portion of such Prohibited Aegis Payment, if any, that would have constituted a Permitted ​-District Payment if such payment had been made to the ​-District Creditors (instead of to Aegis or the Affiliate thereof whose receipt thereof constituted a Prohibited Aegis Payment), as payment against the outstanding Aegis Debt due and payable and permitted to be paid under this Agreement (determined as of the time the Prohibited Aegis Payment was received); # Third, # to Aegis and the ​-District Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the ​-District Creditors, or # solely to the extent the Prohibited Aegis Payment constitutes Net Cash Proceeds of an Other Prepayment Event or Spirits Business Net Cash Proceeds of a Permitted Sale, to Aegis and the ​ District Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the ​-District Creditors.